Exhibit 10.1

LOAN NO. 18-52423

LOAN AGREEMENT

Dated as of June 13, 2018

Between

EACH OF THE PARTIES SET FORTH ON SCHEDULE I ATTACHED HERETO ,
collectively, as Borrower

and

BANK OF AMERICA, N.A. ,

BARCLAYS BANK PLC , and

MORGAN STANLEY BANK , N.A.,

collectively, as Lender

Mortgage Loan Agreement – Pool A

TABLE OF CONTENTS

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LOAN AGREEMENT

THIS LOAN AGREEMENT , dated as of June 13, 2018 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “ Agreement ”), between BANK OF AMERICA, N.A. , a national banking association, having an address at 214 North Tryon Street, NC1-027-15-01, Charlotte, North Carolina 28255 (“ BofA ”), BARCLAYS BANK PLC , a public company registered in England and Wales, having an address at 745 Seventh Avenue, New York, New York 10019 (“ Barclays ”) and MORGAN STANLEY BANK, N.A. , a national banking association, having an address at 1585 Broadway, New York, New York 10036 (“ MS ”; and together with BofA and Barclays, and each of their respective successors and/or assigns, “ Lender ”) and each of the parties set forth on Schedule I attached hereto, each having an address c/o Ashford Hospitality Trust, 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254 (together with their successors and/or assigns, individually and/or collectively, as the context may require, “ Borrower ”).

RECITALS:

WHEREAS , Borrower desires to obtain the Loan from Lender.

WHEREAS , Lender is willing to make the Loan to Borrower, subject to and in accordance with the terms of this Agreement and the other Loan Documents.

NOW, THEREFORE , in consideration of the making of the Loan by Lender and the covenants, agreements, representations and warranties set forth in this Agreement, the parties hereto hereby covenant, agree, represent and warrant as follows:

ARTICLE 1

DEFINITIONS; PRINCIPLES OF CONSTRUCTION

Section 1.1                                    Definitions

For all purposes of this Agreement, except as otherwise expressly required or unless the context clearly indicates a contrary intent:

“ Acceptable Accountant ” shall mean a “Big Four” accounting firm or other independent certified public accountant reasonably acceptable to Lender.

“ Acceptable Counterparty ” shall mean (a) a bank or other financial institution which has (i) a long term senior unsecured debt rating of “A1” or higher by Moody’s; and (ii) a long-term senior unsecured debt rating of “A+” or higher by S&P; (b) a counterparty to the Interest Rate Cap Agreement whose obligations thereunder are guaranteed by a bank or financial institution meeting the requirements set forth in clause (a) above; or (c) a counterparty to the Interest Rate Cap Agreement that is the subject of a Rating Agency Confirmation.

“ Acceptable DE LLC ” shall have the meaning set forth in Section 6.1 hereof.

“ Act ” shall mean Chapter 18 of Title 6 of the Delaware Code, as amended from time to time, and any successor statute or statutes.

“ Additional Permitted Transfer ” shall mean each of the following:

(a)                                  Permitted Encumbrances;

(b)                                  the Transfer, issuance, conversion or redemption of stock, membership interests and/or partnership interests in a Parent Entity or, after a Advised Entity Transfer, a comparable parent level entity;

(c)                                   the disposal or transfer of worn out or obsolete Personal Property;

(d)                                  an Advised Entity Transfer;

(e)                                   a foreclosure of the Senior Mezzanine Loan or an assignment in lieu of foreclosure of the Senior Mezzanine Loan; and

(f)                                    upon not less than thirty (30) days prior written notice to Lender, a pledge of stock, membership interests and/or partnership interests in a Parent Entity or, after a Advised Entity Transfer, a comparable parent  level entity, to an institutional lender of the indirect ownership interest in Ashford Junior A LLC, a Delaware limited liability company, provided that such pledge is pursuant to a corporate credit facility made to such pledgor (or its Affiliate) which secures all or substantially all of the assets of such pledgor (or such Affiliate) (provided that, in no event shall the Property constitute more than twenty  percent (20%) of the value of all property secured, directly or indirectly, by such credit facility) and the repayment of the debt which such pledge secures is not tied solely to the cash flow from one or more Individual Property.  For purposes of this definition, Affiliate shall only include Persons that have a direct and/or indirect ownership interest in Ashford Junior A LLC, a Delaware limited liability company.

“ Additional Required Repair ” shall have the meaning set forth in Section 9.7(f)  hereof.

“ Advised Entity Guarantor ” shall have the meaning set forth in Section 7.6 hereof.

“ Advised Entity Transfer ” shall mean, subject to Section 7.6 hereof, the transfer (but not pledge) of all or a portion of the indirect equity interests in Borrower and Operating Lessee to a Publicly Traded Company or a public or private REIT (or an Affiliate thereof which directly owns substantially all of the assets of such Publicly Traded Company or public or private REIT, as applicable, and is Controlled by such Publicly Traded Company or public or private REIT, as applicable) that is externally advised by Ashford, Inc. or its Affiliates; provided that if a transfer is made to a private REIT (or an Affiliate thereof which directly owns substantially all of the assets of such private REIT), immediately following such transfer and at all times during the remaining term of the Loan or until becoming a public REIT, not less than fifty-one percent (51%) of the direct or indirect equity interests in, and Control of, Borrower shall be owned by Qualified Investors.

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“ Affiliate ” shall mean, as to any Person, any other Person that (i) owns directly or indirectly forty percent (40%) or more of all equity interests in such Person, and/or (ii) is in Control of, is Controlled by or is under common Control with such Person.

“ Affiliated Manager ” shall mean any property manager that is, directly or indirectly, in Control of, Controlled by, or under common Control with Borrower, Operating Lessee, Guarantor, any SPE Component Entity, Senior Mezzanine Borrower or any Affiliate of any of the foregoing.

“ Agreements ” shall have the meaning set forth in the Mortgage.

“ Allocated Loan Amount ” shall mean, for each Individual Property, the amount set forth on Schedule II hereto, as such amount may be reduced from time to time in accordance with this Agreement.

“ ALTA ” shall mean American Land Title Association, or any successor thereto.

“ Alteration Threshold ” means, with respect to each Individual Property, five percent (5%) of the original Allocated Loan Amount of such Individual Property.

“ Alternate Index ” shall mean a published floating rate index (a) that is commonly accepted by market participants in CMBS loans as an alternative to LIBOR and (b) that is publicly recognized by ISDA as an alternative to LIBOR.

“ Alternate Rate ” shall mean, with respect to each Interest Accrual Period, the per annum rate of interest of the Alternate Index, determined as of the Determination Date immediately preceding the commencement of such Interest Accrual Period.

“ Alternate Rate Interest Rate ” shall mean a per annum rate of interest equal to the Alternate Rate plus the Alternate Rate Spread.

“ Alternate Rate Loan ” shall mean the Loan at such time as interest thereon accrues at the Alternate Rate Interest Rate.

“ Alternate Rate Spread ” shall mean, in connection with any conversion of the Loan from a LIBOR Rate Loan or a Base Rate Loan to an Alternate Rate Loan, the difference (expressed as the number of basis points) between (a) LIBOR plus the LIBOR Margin as of the Determination Date for which LIBOR was last available and (b) the Alternate Rate as of such Determination Date; provided , however , that if such difference is a negative number, then the Alternate Rate Spread shall be zero.

“ Annual Budget ” shall mean the operating budget for the applicable fiscal year of Borrower detailing on a monthly basis, consistent with the manner in which Borrower’s operating statements are presented, projected cash flow for such fiscal year and all planned capital expenditures for each Individual Property, delivered in accordance with Section 5.11(a)(v)  hereof.

“ Applicable Contribution ” shall have the meaning set forth in Section 20.12 hereof.

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“ Approved Bank ” shall mean a bank or other financial institution (a) if a Securitization has occurred, (i) with respect to which Lender shall have received a Rating Agency Confirmation, or (ii) the long term unsecured debt obligations of which are rated at least “A” (or its equivalent) by each of the Rating Agencies, or (b) if a Securitization has not occurred, that is reasonably acceptable to Lender.

“ Ashford ” shall mean Ashford Hospitality Limited Partnership.

“ Assignment of Management Agreement ” shall mean, (a) with respect to each Individual Property that is subject to a Management Agreement with Remington, that certain Assignment and Subordination of Management Agreement and Consent of Manager dated the date hereof among Lender, the applicable Operating Lessee and Remington, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, and (b) with respect to each Individual Property that is subject to a Management Agreement with a Brand Manager, each subordination, non-disturbance and attornment agreement for such Individual Property dated the date hereof among Lender, the applicable Operating Lessee and applicable Brand Manager, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“ Assumed Debt Service ” shall mean the aggregate amount of Debt Service which would be due for the twelve (12) months immediately following the date of determination assuming the maximum principal amount of the Loan is outstanding and assuming an interest rate for the Loan equal to, as applicable (a) if the Loan is a LIBOR Rate Loan, the applicable LIBOR Margin plus LIBOR at the time of determination, (b) if the Loan is an Alternate Rate Loan, the applicable Alternate Rate Spread plus the Alternate Rate at the time of determination or (c) if the Loan is a Base Rate Loan, the applicable Base Rate Spread plus the Base Rate at the time of determination.

“ Award ” shall mean any compensation paid by any Governmental Authority in connection with a Condemnation in respect of all or any part of any Individual Property.

“ Bail-In Action ” shall have the meaning set forth in Section 20.13 hereof.

“ Bail-In Legislation ” shall have the meaning set forth in Section 20.13 hereof.

“ Bankruptcy Code ” shall mean Title 11 of the United States Code entitled “Bankruptcy”, as amended from time to time, and any successor statute or statutes and all rules and regulations from time to time promulgated thereunder, and any comparable foreign laws relating to bankruptcy, insolvency or creditors’ rights.

“ Barclays ” shall have the meaning set forth in the Preamble.

“ Base Rate ” shall mean, with respect to each Interest Accrual Period, the greater of (a) the Prime Rate and (b) the Federal Funds Rate, plus one half of one percent (0.50%), determined as of the Determination Date immediately preceding the commencement of such Interest Accrual Period.

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“ Base Rate Interest Rate ” shall mean a per annum rate of interest equal to the Base Rate plus the Base Rate Spread.

“ Base Rate Loan ” shall mean the Loan at such time as interest thereon accrues at the Base Rate Interest Rate.

“ Base Rate Spread ” shall mean the difference (expressed as the number of basis points) between (a) LIBOR plus the LIBOR Margin determined as of the Determination Date for which LIBOR was last available and (b) the Base Rate as of such Determination Date; provided , however , that if such difference is a negative number, then the Base Rate Spread shall be zero.

“ Benefit Amount ” shall have the meaning set forth in Section 20.12 hereof.

“ Board Members ” shall mean those members of the Condominium Board that are elected by the Unit owners pursuant to the terms of the Condominium Documents.

“ BofA ” shall have the meaning set forth in the Preamble.

“ Borrower ” shall have the meaning set forth in the Preamble.

“ Borrower’s Condominium Unit ” shall mean the Unit in the Condominium owned by the applicable Borrower.

“ Brand Manager ” shall mean a management company which is an Affiliate of, and manages a brand owned by, a Qualified Brand.

“ Breakage Costs ” shall have the meaning set forth in Section 2.5(g)(iv)  hereof.

“ Business Day ” shall mean any day other than a Saturday, Sunday or any other day on which national banks in New York, New York, or the place of business of the trustee under a Securitization (or, if no Securitization has occurred, Lender), or any servicer of the Loan or the financial institution that maintains any collection account for or on behalf of any servicer of the Loan or any Reserve Funds or the New York Stock Exchange or the Federal Reserve Bank of New York is not open for business, except that when used with respect to the determination of LIBOR, “Business Day” shall be a day on which commercial banks are open for international business (including dealings in U.S. Dollar deposits) in London, England.

“ By-Laws ” shall mean those certain by-laws attached to the Declaration providing for the operation of the Condominium, as the same may be amended, supplemented, replaced or otherwise modified from time to time.

“ Capital Expenditures ” shall mean, with respect to any period of time, amounts expended for items capitalized under GAAP and the Uniform System of Accounts (including expenditures for building improvements or major repairs, leasing commissions and tenant improvements).

“ Cash Management Account ” shall have the meaning set forth in Section 10.1(a)  hereof.

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“ Cash Management Agreement ” shall mean that certain Cash Management Agreement dated as of the date hereof among Borrower, Lender and Cash Management Bank, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“ Cash Management Bank ” shall mean Wells Fargo Bank, N.A. or any successor Eligible Institution approved or appointed by Lender pursuant to the terms of the Cash Management Agreement.

“ Cash Sweep Cure Payment ” shall mean either (i) delivery to Lender of cash deposits in an amount equal to the amount necessary to cause the Debt Yield to be greater than or equal to seven and three-quarters percent (7.75%) for the immediately preceding twelve (12) month period for two (2) consecutive calendar quarters calculated as if such cash had been applied pro-rata to the reduction of the principal balance of the Loan and the Senior Mezzanine Loan or (ii) a pro-rata prepayment of (a) the Loan in accordance with the terms of Section 2.6 hereof, and (b) the Senior Mezzanine Loan in accordance with the terms thereof in an amount necessary to cause the Debt Yield to be greater than or equal to seven and three quarters percent (7.75%) for the immediately preceding twelve (12) month period for two (2) consecutive calendar quarters.  Any cash deposited pursuant to clause (i) above shall be held as additional collateral for the Loan and shall only be returned to Borrower upon the earlier of (a) the date Lender determines that the Debt Yield has been greater than or equal to seven and three-quarters percent (7.75%) for the immediately preceding twelve (12) month period for two (2) consecutive calendar quarters calculated without giving any effect to any such deposits and (b) payment in full of the Debt.

“ Cash Sweep Period ” shall mean the period commencing on the first day of the calendar month following the date on which Lender notifies Borrower of its determination that the Debt Yield is less than seven and three-quarters percent (7.75%) for the immediately preceding twelve (12) month period and ending on the earlier of (i) last day of the calendar month during which Lender notifies Borrower of its determination that the Debt Yield is greater than or equal to seven and three-quarters percent (7.75%) for the immediately preceding twelve (12) month period for two (2) consecutive calendar quarters or (ii) receipt by Lender of a Cash Sweep Cure Payment.

“ Casualty ” shall have the meaning set forth in Section 8.3 hereof.

“ Clearing Account ” shall have the meaning set forth in Section 10.1(a) hereof.

“ Clearing Account Agreement ” shall mean that certain agreement relating to clearing account services by and among Borrower, Lender and Clearing Account Bank, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, relating to the operation and maintenance of, and application of funds in, the Clearing Account.

“ Clearing Account Bank ” shall mean any Eligible Institution approved or appointed by Lender acting as clearing account bank under the Clearing Account Agreement.

“ Closing Date ” shall mean the date of the funding of the Loan.

“ Collateral Assignment of Interest Rate Cap Agreement ” shall mean that certain Collateral Assignment of Interest Rate Cap Agreement, dated as of the date hereof, executed by

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Borrower in connection with the Loan for the benefit of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“ Common Charges ” shall mean all fees, dues, charges and assessments, whether annual, monthly, regular, special or otherwise imposed pursuant to the Condominium Documents.

“ Common Elements ” shall mean the common elements of the Condominium, as described in the Declaration.

“ Company ” shall have the meaning set forth in Section 6.1(b)(ii)  hereof.

“ Compensating Interest ” shall mean, with respect to any payment or prepayment, (a) if made on a Payment Date, a sum equal to the amount of interest on the principal amount of the Loan paid or prepaid calculated through the end of the Interest Accrual Period in which such payment or prepayment occurs, and (b) if made on a day other than a Payment Date, a sum equal to the amount of interest on the principal amount of the Loan paid or prepaid which would have accrued under this Agreement through the end of the Interest Accrual Period corresponding to the next Payment Date.  With respect to any payment or prepayment under clause (b) above that occurs after a Payment Date but prior to the Determination Date immediately following such Payment Date, the amount of interest determined under clause (b) shall be based on the Interest Rate applicable to the Interest Accrual Period corresponding to such Payment Date, provided that, once the Interest Rate applicable to the next Interest Accrual Period can be determined, Lender shall calculate the actual amount of interest required to be paid by Borrower in connection with such payment or prepayment, and (x) if such amount exceeds the amount actually paid by Borrower, then Borrower shall promptly pay to Lender (not later than two (2) Business Days after receipt of written demand) such excess amount, or (y) if such amount is less than the amount actually paid by Borrower, then Lender shall promptly return such excess to Borrower.

“ Condemnation ” shall mean a temporary or permanent taking by any Governmental Authority as the result, in lieu or in anticipation, of the exercise of the right of condemnation or eminent domain, of all or any part of any Individual Property, or any interest therein or right accruing thereto, including any right of access thereto or any change of grade affecting such Individual Property or any part thereof.

“ Condominium ” shall mean the condominium regime described on Schedule XIII attached hereto and made a part hereof (as such Schedule may be amended from time to time upon the release of an Individual Property).

“ Condominium Act ” shall mean the local, state and federal laws, rules and regulations which effect the establishment and maintenance of condominiums in the State where the Condominium is located, as the same may be amended from time to time.

“ Condominium Board ” shall mean the “Board”, the “Board of Directors” or the “Condominium Board” (as described in the Declaration) managing the Condominium by virtue of the Condominium Act and the Condominium Documents on behalf of all the owners of the Units comprising the Condominium.

“ Condominium Board Policy ” shall have the meaning set forth in Section 8.1.

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“ Condominium Documents ” shall mean the Declaration, the By-Laws and any other agreements or documents relating to the establishment, ownership, membership, management, use or operation of the Condominium.

“ Condominium Proxy ” shall mean an irrevocable proxy given by Borrower to Lender substantially in the form attached hereto as Exhibit F .

“ Connection Income Taxes ” shall mean Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“ Consequential Loss ” shall have the meaning set forth in Section 2.5(g)(i)  hereof.

“ Contribution ” shall have the meaning set forth in Section 20.12 hereof.

“ Control ” shall mean, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other beneficial interests, by contract or otherwise, and Control shall not be deemed absent solely because another Person shall have veto power with respect to major decisions.  The terms “Controlled” and “Controlling” shall have correlative meanings.

“ Controlling Persons ” shall have the meaning set forth in Section 17.6 hereof.

“ Converted Interest Rate Protection Agreement ” shall have the meaning set forth in Section 5.24(f) hereof.

“ Covered Rating Agency Information ” shall have the meaning specified in Section 13.5(f)  hereof.

“ Creditors’ Rights Laws ” shall mean with respect to any Person any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization, conservatorship, arrangement, adjustment, winding-up, liquidation, dissolution, assignment for the benefit of creditors, composition or other relief with respect to its debts or debtors.

“ DBRS ” shall mean DBRS, Inc., and its successors in interest.

“ Debt ” shall mean the outstanding principal amount set forth in, and evidenced by, this Agreement and the Note together with all interest accrued and unpaid thereon and all other sums due to Lender in respect of the Loan under the Note, this Agreement, the Mortgages or any other Loan Document.

“ Debt Service ” shall mean, with respect to any particular period of time, scheduled interest payments under the Note.

“ Debt Service Coverage Ratio ” shall mean, as of any date of determination, the ratio, as determined by Lender, of (i) Underwritten Net Cash Flow to (ii) Assumed Debt Service.

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“ Debt Yield ” shall mean, as of any date of determination, the percentage determined by Lender by dividing:

(i)                                      Underwritten Net Cash Flow; by

(ii)                                   the aggregate principal amount of the Loan and the Senior Mezzanine Loan then outstanding.

“ Declaration ” shall mean the condominium declaration described on Schedule XIII attached hereto and made a part hereof (as such Schedule may be amended from time to time upon the release of an Individual Property), as the same may be amended, restated, replaced, supplemented or otherwise modified in accordance with the terms of this Agreement.

“ Default ” shall mean the occurrence of any event hereunder or under any other Loan Document which, but for the giving of notice or passage of time, or both, would be an Event of Default.

“ Default Rate ” shall mean the lesser of (i) the Maximum Legal Rate, or (ii) four percent (4%) above the Interest Rate.

“ Determination Date ” shall mean, with respect to any Interest Accrual Period, the date that is two (2) Business Days prior to the beginning of such Interest Accrual Period.

“ EEA Financial Institution ” shall have the meaning set forth in Section 20.13 hereof.

“ EEA Member Country ” shall have the meaning set forth in Section 20.13 hereof.

“ EEA Resolution Authority ” shall have the meaning set forth in Section 20.13 hereof.

“ Eligible Account ” shall mean a separate and identifiable account from all other funds held by the holding institution that is an account or accounts maintained with a federal or state chartered depository institution or trust company which complies with the definition of Eligible Institution. An Eligible Account shall not be evidenced by a certificate of deposit, passbook or other instrument.

“ Eligible Institution ” shall mean (i)  a depository institution or trust company insured by the Federal Deposit Insurance Corporation (a) the short term unsecured debt obligations, commercial paper or other short term deposits of which are rated at least “A-1” by S&P, “P-1” by Moody’s and “F-1” by Fitch and “R-1 (middle)” by DBRS, in the case of accounts in which funds are held for thirty (30) days or less, or (b) the long term unsecured debt obligations of which are rated at least “AA” by S&P (or “A-” if the short term unsecured debt obligations are rated at least “A-1” by S&P), “A2” by Moody’s, and “AA+” by Fitch (or “A-” if the short term unsecured debt obligations are rated at least “F-1” by Fitch) and “AA” by DBRS, in the case of accounts in which funds are held for more than thirty (30) days; provided that, after a Securitization only the foregoing ratings requirements of each Rating Agency rating such Securitization shall apply, or (ii) an institution for which a Rating Agency Confirmation has been obtained.

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“ Embargoed Person ” shall mean any Person identified by OFAC or any other Person with whom a Person resident in the United States of America may not conduct business or transactions by prohibition of federal law or Executive Order of the President of the United States of America.

“ Environmental Indemnity ” shall mean that certain Environmental Indemnity Agreement, dated as of the date hereof, executed by Borrower and Guarantor in connection with the Loan for the benefit of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“ Environmental Report ” shall mean, with respect to each Individual Property, those certain reports listed on Schedule VIII attached hereto and made a part hereof.

“ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time and any successor statutes thereto and applicable regulations issued pursuant thereto in temporary or final form.

“ EU Bail-In Legislation Schedule ” shall have the meaning set forth in Section 20.13 hereof.

“ Event of Default ” shall have the meaning set forth in Section 11.1 hereof.

“ Excess Cash ” shall have the meaning set forth in the Cash Management Agreement.

“ Excess Cash Reserve Account ” shall have the meaning set forth in Section 9.5 hereof.

“ Excess Cash Reserve Funds ” shall have the meaning set forth in Section 9.5 hereof.

“ Exchange Act ” shall mean the Securities and Exchange Act of 1934, as amended.

“ Exchange Act Filing ” shall have the meaning set forth in Section 13.6 hereof.

“ Excluded Taxes ” shall mean any of the following Taxes imposed on or with respect to Lender or required to be withheld or deducted from a payment to Lender, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of Lender being organized under the laws of, or having its principal office or applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) U.S. federal withholding Taxes imposed on amounts payable to or for the account of Lender with respect to an applicable interest in the Loan pursuant to a law in effect on the date on which (i) Lender acquires such interest in the Loan or (ii) Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.7 , amounts with respect to such Taxes were payable either to Lender’s assignor immediately before Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to Lender’s failure to comply with Section 2.7(e)  and (d) any U.S. federal withholding Taxes imposed under FATCA.

“ Exculpated Parties ” shall have the meaning set forth in Section 15.1(a)  hereof.

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“ Extended Maturity Date ” shall have the meaning set forth in Section 2.5(c)  hereof.

“ Extension Option ” shall have the meaning set forth in Section 2.5(c)  hereof.

“ Extension Term ” shall have the meaning set forth in Section 2.5(c)  hereof.

“ Extension Term LIBOR Cap Strike Rate ” shall mean a per annum rate of interest which, when added to the LIBOR Margin, the Alternate Rate Spread or the Base Rate Spread, as applicable, then in effect would result in a Debt Service Coverage Ratio of not less than 1.25:1.00.

“ FATCA ” shall mean Sections 1471 through 1474 of the Internal Revenue Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code.

“ Federal Funds Rate ” means, for any day, the rate calculated by the Federal Reserve Bank of New York based on such day’s federal funds transactions by depository institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the federal funds effective rate.

“ FF&E ” shall mean all furniture, fixtures, equipment and personal property located on or used in connection with the operation of the hotel at each Individual Property.

“ FF&E Reserve Account ” shall have the meaning set forth in Section 9.2(b)  hereof.

“ FF&E Reserve Funds ” shall have the meaning set forth in Section 9.2(b)  hereof.

“ FF&E Reserve Monthly Deposit ” shall have the meaning set forth in Section 9.2(b)  hereof.

“ Fitch ” shall mean Fitch Ratings, Inc., and its successors in interest.

“ Foreign Lender ” shall mean (a) if Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if Borrower is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which Borrower is resident for tax purposes.

“ Franchise Agreement ” shall mean those certain Franchise Agreements between Borrower and/or Operating Lessee and Franchisor as further described on Schedule III attached hereto, as the same may be amended or modified from time to time in accordance with the terms and provisions of this Agreement, or, if the context requires, the Replacement Franchise Agreement executed in accordance with the terms and provisions of this Agreement.

“ Franchisor ” shall mean the franchisors as further described on Schedule III attached hereto, or, if the context requires, a Qualified Franchisor.

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“ Free Prepayment Amount ” shall have the meaning set forth in Section 2.9 hereof.

“ Funding Borrower ” shall have the meaning set forth in Section 20.12 hereof.

“ GAAP ” shall mean generally accepted accounting principles in the United States of America as of the date of the applicable financial report.

“ Gross Revenues ” shall mean, with respect to any period of time, all revenues and receipts of every kind derived from the management and operation of the Properties from whatever source, computed in accordance with the Uniform System of Accounts and reconciled in accordance with GAAP, including without limitation, all income and proceeds received from rental of rooms, Leases and commercial space, meeting, conference and/or banquet space within the Properties including net parking revenue, all income and proceeds received from food and beverage operations and from catering services conducted from the Properties even though rendered outside of the Properties, all income and proceeds from business interruption, rental interruption and use and occupancy insurance with respect to the operation of the Properties (after deducting therefrom all necessary costs and expenses incurred in the adjustment or collection thereof), all Awards for temporary use (after deducting therefrom all costs incurred in the adjustment or collection thereof and in Restoration of the Properties), all income and proceeds from judgments, settlements and other resolutions of disputes with respect to the foregoing matters which would be includable in this definition of “Gross Revenue” if received in the ordinary course of the operation of the Properties (after deducting therefrom all necessary costs and expenses incurred in the adjustment or collection thereof), and interest on credit accounts, rent concessions or credits, and other required pass-throughs and interest on Reserve Funds, but specifically excluding gross receipts received by lessees, licensees or concessionaires of the Properties, consideration received at the Properties for hotel accommodations, goods and services to be provided at other hotels, although arranged by, for or on behalf of Borrower or Manager, income and proceeds from the sale or other disposition of goods, capital assets and other items not in the ordinary course of the operation of the Properties, federal, state and municipal excise, sales and use taxes collected directly from patrons or guests of the Properties as a part of or based on the sales price of any goods, services or other items, such as gross receipts, room, admission, cabaret or equivalent taxes, refunds of amounts not included in Operating Expenses at any time and uncollectible accounts, gratuities collected by employees at the Properties, the proceeds of any financing, other income or proceeds resulting other than from the use or occupancy of the Properties or any part thereof, or other than from the sale of goods, services or other items sold on or provided from the Properties in the ordinary course of business, and any credits or refunds made to customers, guests or patrons in the form of allowances or adjustments to previously recorded revenues.

“ Governmental Authority ” shall mean any court, board, agency, department, commission, office or other authority of any nature whatsoever for any governmental unit (federal, state, county, municipal, city, town, special district or otherwise) whether now or hereafter in existence.

“ Guarantor ” shall mean Ashford or, if the context requires, any replacement and/or additional guarantor in accordance with the terms hereof, including, without limitation, an Advised Entity Guarantor.

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“ Guaranty ” shall mean that certain Guaranty Agreement, dated as of the date hereof, executed by Guarantor in connection with the Loan for the benefit of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“ Hotel Unit Board Members ” shall mean, collectively or individually (as the context requires), those members of the Condominium Board that are elected by the Unit owners pursuant to the terms of the Condominium Documents.

“ Hilton ” shall mean Hilton Worldwide Holdings Inc.

“ Improvements ” shall have the meaning set forth in the granting clause of the related Mortgage with respect to each Individual Property.

“ Indebtedness ” shall mean, for any Person, without duplication:  (i) all indebtedness of such Person for borrowed money, for amounts drawn under a letter of credit, or for the deferred purchase price of property for which such Person or its assets is liable, (ii) all unfunded amounts under a loan agreement, letter of credit, or other credit facility for which such Person would be liable if such amounts were advanced thereunder, (iii) all amounts required to be paid by such Person as a guaranteed payment to partners or a preferred or special dividend, including any mandatory redemption of shares or interests, except if the partnership, operating or similar agreement provides that the same is waived to the extent such Person lacks funds to pay the same, (iv) all indebtedness guaranteed by such Person, directly or indirectly, (v) all obligations under leases that constitute capital leases for which such Person is liable, (vi) all obligations of such Person under interest rate swaps, caps, floors, collars and other interest hedge agreements, in each case whether such Person is liable contingently or otherwise, as obligor, guarantor or otherwise, or in respect of which obligations such Person otherwise assures a creditor against loss, (vii) any property-assessed clean energy loans or similar indebtedness, including, without limitation, if such loans or indebtedness are made or otherwise provided by any Governmental Authority and/or secured or repaid (directly or indirectly) by any taxes or similar assessments (a “ Pace Transaction ”) and (viii) any other amounts substantially similar to those listed in clauses (i)  through (vii)  above.

“ Indemnified Parties ” shall mean (i) Lender, (ii) any prior owner or holder of the Loan or any portion thereof or Participations in the Loan, (iii) any servicer, sub-servicer or prior servicer or sub-servicer of the Loan, (iv) any Investor or any prior Investor in any Securities, (v) any trustees, custodians or other fiduciaries who hold or who have held a full or partial interest in the Loan for the benefit of any Investor or other third party, (vi) any receiver or other fiduciary appointed in a foreclosure or other enforcement action or other Creditors Rights Laws proceeding, (vii) any officers, directors, partners, members, employees, agents, servants, representatives, affiliates or subsidiaries of any and all of the foregoing, and (viii) the heirs, legal representatives, successors and assigns of any and all of the foregoing (including, without limitation, any successors by merger, consolidation or acquisition of all or a substantial portion of the Indemnified Parties’ assets and business), in all cases whether during the term of the Loan or as part of or following a foreclosure of the Mortgages.

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“ Indemnified Taxes ” shall mean (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of Borrower under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.

“ Independent Director ” of any limited liability company shall mean an individual with at least three (3) years of employment experience serving as an independent director at the time of appointment who is provided by, and is in good standing with, CT Corporation, Corporation Service Company, National Registered Agents, Inc., Wilmington Trust Company, Stewart Management Company, Global Securitization Services, LLC, Lord Securities Corporation or, if none of those companies is then providing professional independent directors or managers or, after a Securitization all of those Companies are not acceptable to the Rating Agencies, another nationally-recognized company reasonably approved by Lender and if required by Lender after a Securitization, the Rating Agencies, in each case that is not an Affiliate of such limited liability company and that provides professional independent directors or managers and other corporate services in the ordinary course of its business, and which individual is duly appointed as a member of the board of directors or board of managers of such limited liability company and is not, and has never been, and will not while serving as independent director or manager be:

(i)            a member (other than an independent, non-economic “springing” member), partner, equityholder, manager, director, officer or employee of such limited liability company, or any of its respective equityholders or Affiliates (other than as an independent director or manager of such limited liability company or an Affiliate of such limited liability company that is not in the direct chain of ownership of such limited liability company and that is required by a creditor to be a single purpose bankruptcy remote entity, provided that such independent director or manager is employed by a company that routinely provides professional independent directors or managers in the ordinary course of business);

(ii)           a customer, creditor, supplier or service provider (including provider of professional services) to such limited liability company or any of its respective equityholders or Affiliates (other than a nationally-recognized company that routinely provides professional independent directors or managers and other corporate services to such limited liability company or any of its respective equityholders or Affiliates in the ordinary course of business);

(iii)          a family member of any such member, partner, equityholder, manager, director, officer, employee, creditor, supplier or service provider; or

(iv)          a Person that Controls or is under common Control with (whether directly, indirectly or otherwise) any of the Persons referred to in clauses (i), (ii) or (iii) above.

A natural person who otherwise satisfies the foregoing definition other than subparagraph (i)  by reason of being the independent director or manager of a “special purpose entity” in the direct chain of ownership of such limited liability company shall not be disqualified from serving as an independent director or manager of such limited liability company, provided that the fees that such individual earns from serving as independent directors or managers of such Affiliates in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year.  For purposes of this paragraph, a “special purpose entity” is an entity

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whose organizational documents contain restrictions on its activities and impose requirements intended to preserve such entity’s separateness that are substantially similar to those contained in Section 6.1 hereof.  Notwithstanding anything in this Agreement to the contrary, at no time shall any Independent Director of Borrower or Operating Lessee also be an Independent Director of the Senior Mezzanine Borrower or Ashford Keys Senior Operating Lessee (as such term is defined in the Senior Mezzanine Loan Agreement).

“ Independent Director Event ” shall mean, with respect to an Independent Director, (i) any acts or omissions by such Independent Director that constitute willful disregard of such Independent Director’s duties under the applicable organizational documents, (ii) such Independent Director engaging in or being charged with, or being convicted of, fraud or other acts constituting a crime under any law applicable to such Independent Director, (iii) such Independent Director is unable to perform his or her duties as Independent Director due to death, disability or incapacity, or (iv) such Independent Director no longer meeting the definition of Independent Director in this Agreement.

“ Individual Property ” shall mean each parcel of real property, the Improvements thereon and all Personal Property owned by Borrower and encumbered by a Mortgage, together with all rights pertaining to such Property and Improvements, as more particularly described in each Mortgage and referred to therein as the “Property”.

“ Initial Maturity Date ” shall mean the Payment Date occurring in June, 2020.

“ Insurance Premiums ” shall have the meaning set forth in Section 8.1(c)  hereof.

“ Insurance Proceeds ” shall have the meaning set forth in Section 8.5(b)  hereof.

“ Interest-Bearing Reserve Funds ” shall mean all Reserve Funds other than the Tax and Insurance Reserve Funds.

“ Interest Accrual Period ” shall mean with respect to any Payment Date, the period beginning on and including the Selected Day in the month preceding the month in which such Payment Date occurs and ending on but excluding the Selected Day in the month in which such Payment Date occurs; provided , however , that (x) if Lender has elected pursuant to Section 2.4(e)(i) to change the Selected Day in connection with a Securitization to a day that is earlier in the month than the Selected Day as previously defined, then the Interest Accrual Period applicable to the first Payment Date after the Securitization Closing Date will begin on and include the Selected Day (as changed)  in the month preceding the month in which such Payment Date occurs and end on but exclude the Selected Day (as changed) in the month in which such Payment Date occurs and (y) if Lender has elected to change the Selected Day in connection with a Securitization to a day that is later in the month than the Selected Day as previously defined, then the Interest Accrual Period applicable to the first Payment Date after the Securitization Closing Date will begin on and include the Selected Day (as defined prior to such change) in the month preceding the month in which such Payment Date occurs and end on but exclude the Selected Day (as changed) in the month in which such Payment Date occurs.  Notwithstanding the foregoing, if Lender so elects pursuant to Section 2.4(e)(i) , the “Interest

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Accrual Period” with respect to the first Payment Date after the Securitization Closing Date and each Payment Date thereafter shall be the calendar month preceding such Payment Date.

“ Interest Rate ” shall mean (a) with respect to the Interim Interest Accrual Period, an interest rate per annum equal to 4.7974%; and (b) with respect to each Interest Accrual Period thereafter, through and including the Interest Accrual Period during which the Maturity Date or Extended Maturity Date, as applicable, occurs, an interest rate per annum equal to (i) the LIBOR Rate (in all cases where clauses (ii) or (iii) below do not apply), (ii) the Base Rate Interest Rate, to the extent provided in accordance with the provisions of Section 2.4(b)  hereof, or (iii) the Alternate Rate Interest Rate, to the extent provided in accordance with the provisions of Section 2.4(g)  hereof.

“ Interest Rate Cap Agreement ” shall mean an agreement in form and substance reasonably satisfactory to Lender (together with the confirmation and schedules relating thereto), dated on or about the date hereof, between an Acceptable Counterparty and Borrower, obtained by Borrower and collaterally assigned to Lender pursuant to the Collateral Assignment of Interest Rate Cap Agreement.  The Interest Rate Cap Agreement shall (a) be governed by the laws of the State of New York, (b) have at all times a notional amount equal to the then outstanding principal balance of the Loan, (c) have a term ending on the last day of the Interest Accrual Period during which the Initial Maturity Date occurs, and (d) require the interest rate cap provider to make payments on a Payment Date to or for the benefit of Borrower from time to time equal to the product of (i) the notional amount of such Interest Rate Cap Agreement and (ii) the excess, if any, of LIBOR (or in connection with any Converted Interest Rate Protection Agreement or Substitute Interest Rate Protection Agreement, the Base Rate or Alternate Rate, as applicable) over the LIBOR Cap Strike Rate.  Following the delivery of a Replacement Interest Rate Cap Agreement to Lender pursuant to the terms of this Agreement, the term “Interest Rate Cap Agreement” shall be deemed to mean such Replacement Interest Rate Cap Agreement.

“ Interim Interest Accrual Period ” shall mean the period from and including the Closing Date through but excluding the Selected Day first occurring after the Closing Date, provided, however, there shall be no “Interim Interest Accrual Period” in the event the Closing Date occurs on a Selected Day.

“ Internal Revenue Code ” shall mean the Internal Revenue Code of 1986, as amended, as it may be further amended from time to time, and any successor statutes thereto, and applicable U.S. Department of Treasury regulations issued pursuant thereto in temporary or final form.

“ Investor ” shall have the meaning set forth in Section 13.3 hereof.

“ IRS ” shall mean the United States Internal Revenue Service.

“ Issuer Group ” shall have the meaning set forth in Section 13.5(b)  hereof.

“ Issuer Person ” shall have the meaning set forth in Section 13.5(b)  hereof.

“ Kroll ” shall mean Kroll Bond Rating Agency, Inc., and its successors in interest.

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“ Lead Lender ” shall have the meaning set forth in Section 13.1(d)  hereof.

“ Lease ” shall have the meaning set forth in the Mortgage with respect to each Individual Property.

“ Lease Modification ” shall have the meaning set forth in Section 5.13(c)  hereof.

“ Legal Requirements ” shall mean, with respect to each Individual Property, all statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions of Governmental Authorities affecting such Individual Property or any part thereof, or the construction, use, alteration or operation thereof, whether now or hereafter enacted and in force, and all permits, licenses, authorizations and regulations relating thereto, and all covenants, agreements, restrictions and encumbrances contained in any instruments, either of record or known to Borrower, at any time in force affecting such Individual Property or any part thereof, including, without limitation, any which may (a) require repairs, modifications or alterations in or to such Individual Property or any part thereof, or (b) in any way limit the use and enjoyment thereof.

“ Lender ” shall have the meaning set forth in the Preamble.

“ Letter of Credit ” shall mean an irrevocable, auto renewing, unconditional, transferable, clean sight draft standby letter of credit in form and substance reasonably acceptable to Lender (i) that is issued by an Approved Bank to Guarantor or a Person reasonably approved by Lender, (ii) that has an initial term of not less than one year from the date of issuance and is automatically renewable for successive one-year periods (unless the obligation being secured by, or otherwise requiring the delivery of, such letter of credit is required to be performed at least thirty (30) days prior to the initial expiry date of such letter of credit), (iii) the reimbursement obligation for which is not payable by the Borrower and is not secured by the Property or any other property pledged to secure the Note, (iv) that is in favor of Lender and entitling Lender to draw thereon in New York, New York, based solely on a statement that Lender has the right to draw thereon executed by an officer or authorized signatory of Lender, (v) that permits multiple draws, and (vi) that is transferable from time to time by Lender and its successors and assigns without the consent of the issuing bank and without cost or expense to the beneficiary.

“ LIBOR ” shall mean, with respect to each Interest Accrual Period, the rate (expressed as a percentage per annum and rounded up to the nearest 1/1000 th  of 1%), which in no event shall be less than zero,for deposits in U.S. dollars for a one-month period that appears on Reuters Screen LIBOR01 Page (or the successor thereto) as of 11:00 a.m., London time, on the related Determination Date.  If such rate does not appear on Reuters Screen LIBOR01 Page as of 11:00 a.m., London time, on such Determination Date, LIBOR shall be the arithmetic mean of the offered rates (expressed as a percentage per annum) for deposits in U.S. dollars for a one-month period that appear on the Reuters Screen LIBOR01 Page as of 11:00 a.m., London time, on such Determination Date, if at least two such offered rates so appear.  If fewer than two such offered rates appear on the Reuters Screen LIBOR01 Page as of 11:00 a.m., London time, on such Determination Date, Lender shall request the principal London Office of any four major reference banks in the London interbank market selected by Lender to provide such bank’s offered quotation (expressed as a percentage per annum) to prime banks in the London interbank market for deposits in U.S. dollars (with respect to the period equal or comparable to the

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applicable Interest Accrual Period) as of 11:00 a.m., London time, on such Determination Date , of amounts not less than $1,000,000.  If at least two (2) such offered quotations are so provided, LIBOR shall be the arithmetic mean of such quotations.  If fewer than two such quotations are so provided, Lender shall request any three (3) major banks in New York City selected by Lender to provide such bank’s rate (expressed as a percentage per annum) for loans in U.S. dollars to leading European banks for a one-month period as of approximately 11:00 a.m., New York City time on the applicable Determination Date for amounts not less than $1,000,000.  If at least two (2) such rates are so provided, LIBOR shall be the arithmetic mean of such rates.  LIBOR shall be determined conclusively by Lender or its agent. Notwithstanding anything to the contrary set forth herein, in no event shall LIBOR ever be less than 0.00%.

“ LIBOR Cap Strike Rate ” shall mean (i) with respect to the Interest Rate Cap Agreement in place as of the Closing Date, four and sixty-six hundredths percent (4.66%) per annum and (ii) with respect to any (x) Converted Interest Rate Protection Agreement, (y) Substitute Interest Rate Protection Agreement, or (z) Replacement Interest Rate Cap Agreement required in connection with the exercise of any Extension Option, and subject to Section 5.24(f) , the Extension Term LIBOR Cap Strike Rate.

“ LIBOR Conversion ” shall have the meaning set forth in Section 5.24(f)  hereof.

“ LIBOR Margin ” shall mean two and seventy-five hundredths percent (2.75%), as the same may be increased pursuant to Section 2.5(c)(vi)  hereof and/or reallocated pursuant to, and in accordance with the restrictions and limitations contained in Section 13.4(f)  hereof.

“ LIBOR Rate ” shall mean the sum of (i) LIBOR plus (ii) the LIBOR Margin.  The determination of the LIBOR Rate by Lender shall be binding upon Borrower absent manifest error.

“ LIBOR Rate Loan ” shall mean the Loan at such time as interest thereon accrues at the LIBOR Rate.

“ Lien ” shall mean any mortgage, deed of trust, lien, pledge, hypothecation, assignment, security interest, or any other encumbrance, charge or transfer of, on or affecting Borrower or any direct or indirect interest in Borrower, the related Individual Property, any portion thereof or any interest therein, including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, the filing of any financing statement, and mechanic’s, materialmen’s and other similar liens and encumbrances.

“ LLC Agreement ” shall have the meaning set forth in Section 6.1(b)(ii)  hereof.

“ Loan ” shall mean the loan made by Lender to Borrower pursuant to this Agreement.

“ Loan Bifurcation ” shall have the meaning set forth in Section 13.4(f)  hereof.

“ Loan Documents ” shall mean, collectively, this Agreement, the Note, the Mortgages, the Environmental Indemnity, the Guaranty, the Assignment of Management Agreement, the Collateral Assignment of Interest Rate Cap Agreement, the Operating Lease Subordination

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Agreement, the Cash Management Agreement and any and all other documents, agreements and certificates executed and/or delivered in connection with the Loan, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“ Loan Party ” shall mean each of Borrower and Guarantor.

“ Losses ” shall mean any and all claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages (other than punitive or special damages), losses (other than diminution in value), costs, expenses, fines, penalties, charges, fees, judgments, awards, amounts paid in settlement of whatever kind or nature (including but not limited to reasonable legal fees and other costs of defense).

“ LTV Ratio ” shall have the meaning set forth in Section 8.5(c)  hereof.

“ Major Lease ” shall mean as to each Individual Property, other than any Operating Lease (i) any Lease which, individually or when aggregated with all other leases at any Individual Property with the same Tenant or its Affiliate demises 10,000 square feet or more of such Individual Property’s gross leasable area, (ii) any Lease which contains any option, offer, right of first refusal or other similar entitlement to acquire all or any portion of any Individual Property, (iii) any Lease under which the Tenant is an Affiliate of Borrower or Guarantor or (iv) any instrument guaranteeing or providing credit support for any Lease meeting the requirements of (i), (ii) or (iii) above.

“ Management Agreement ” shall mean, with respect to each Individual Property, the property management agreement entered into by and between Borrower and/or Operating Lessee and Manager, as further described on Schedule IV attached hereto pursuant to which Manager is to provide management and other services with respect to such Individual Property, as the same may be amended, restated, replaced, supplemented or otherwise modified in accordance with the terms of this Agreement, or, if the context requires, a Replacement Management Agreement executed in accordance with the terms and provisions of this Agreement.

“ Manager ” shall mean the manager as further described on Schedule IV attached hereto, or such other entity selected as the manager of the Properties or any Individual Property in accordance with the terms of this Agreement.

“ Marriott ” shall mean Marriott International, Inc.

“ Material Action ” shall mean, as to any Person, to file any insolvency, or reorganization case or proceeding, to institute proceedings to have such Person be adjudicated bankrupt or insolvent, to institute proceedings under any applicable insolvency law, to seek any relief under any law relating to relief from debts or the protection of debtors, to consent to the filing or institution of bankruptcy or insolvency proceedings against such Person, to file a petition seeking, or consent to, reorganization or relief with respect to such Person under any applicable federal or state law relating to bankruptcy or insolvency, to seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian, or any similar official of or for such Person or a substantial part of its property, to make any assignment for the benefit of creditors of such Person, to admit in writing such Person’s inability to pay its debts generally as they become due (unless such admission is true), or to take action in furtherance of any of the foregoing.

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“ Material Adverse Effect ” shall mean a material adverse effect on the value, current use or operation of any Individual Property, the business, operations or condition (financial or otherwise) of Borrower or Guarantor, the security intended to be provided by the Mortgage, the current ability of the Properties to generate sufficient cash flow to service the Loan, Borrower’s ability to pay its obligations when due, or Borrower’s ability to perform its obligations under the Loan Documents.

“ Maturity Date ” shall mean the Initial Maturity Date, or if the Initial Maturity Date has been extended pursuant to Section 2.5(c) hereof, the applicable Extended Maturity Date, or such other date on which the final payment of the Debt becomes due and payable, whether at such stated maturity date, by declaration of acceleration, or otherwise.

“ Maximum Legal Rate ” shall have the meaning set forth in Section 2.4(f)  hereof.

“ Member ” shall have the meaning set forth in Section 6.1(b)(ii)  hereof.

“ Mold ” shall mean any mold, fungi, bacterial or microbial matter present at or in any Individual Property, including, without limitation, building materials which is in a condition, location or a type which may pose a risk to human health or safety or the environment, may result in damage to or would adversely affect or impair the value or marketability of any Individual Property.

“ Monthly Payment Amount ” shall mean, with respect to each Payment Date, a payment equal to the amount of interest which has accrued during the related Interest Accrual Period, computed at the Interest Rate.

“ Moody’s ” shall mean Moody’s Investors Service, Inc., and its successors in interest.

“ Morningstar ” shall mean Morningstar Credit Ratings, LLC, and its successors in interest.

“ Mortgage ” shall mean, with respect to each Individual Property, that certain first priority mortgage/deed of trust/deed to secure debt and security agreement, dated as of the date hereof, executed and delivered by Borrower as security for the Loan and encumbering an Individual Property, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“ MS ” shall have the meaning set forth in the Preamble.

“ Net Proceeds ” shall have the meaning set forth in Section 8.5(b)  hereof.

“ Net Proceeds Deficiency ” shall have the meaning set forth in Section 8.5(b)(vi)  hereof.

“ New PIP ” shall have the meaning set forth in Section 9.9 hereof.

“ New Mezzanine Loan ” shall have the meaning set forth in Section 13.8 hereof.

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“ New Non-Consolidation Opinion ” shall mean a bankruptcy non-consolidation opinion from the counsel to Borrower and Operating Lessee that delivered the Non-Consolidation Opinion or other outside counsel to Borrower and Operating Lessee reasonably acceptable to Lender, in form and substance satisfactory to Lender and, after a Securitization, the Rating Agencies, and which is required to be delivered subsequent to the Closing Date pursuant to, and in connection with, this Agreement.

“ Non-Consolidation Opinion ” shall mean that certain bankruptcy non-consolidation opinion dated the date hereof delivered by Jackson Walker LLP in connection with the Loan and relating to Borrower and Operating Lessee.

“ Note ” shall mean individually and collectively as the context may require, Note A-1, Note A-2, and Note A-3.

“ Note A-1 ” shall mean that certain Promissory Note A-1 of even date herewith in the principal amount of $86,640,000.00, made by Borrower in favor of MS, as the same may be amended, restated, replaced, severed, supplemented or otherwise modified from time to time.

“ Note A-2 ” shall mean that certain Promissory Note A-2 of even date herewith in the principal amount of $28,880,000.00, made by Borrower in favor of Barclays, as the same may be amended, restated, replaced, severed, supplemented or otherwise modified from time to time.

“ Note A-3 ” shall mean that certain Promissory Note A-3 of even date herewith in the principal amount of $28,880,000.00, made by Borrower in favor of BofA, as the same may be amended, restated, replaced, severed, supplemented or otherwise modified from time to time.

“ OFAC ” shall have the meaning set forth in Section 4.38 hereof.

“ Operating Expenses ” shall mean, with respect to any period of time, the total of all expenses actually paid or payable in connection with the operation and management of the Properties, determined in accordance with GAAP and the Uniform System of Accounts, including without limitation and without duplication, utilities, routine repairs and maintenance, Insurance Premiums, franchise, license and royalty fees, Taxes and Other Charges, advertising expenses, payroll and related taxes, the cost of inventories and fixed asset supplies consumed in the operation of the Properties, computer processing charges, property management fees, costs and fees of independent professionals (including, without limitation, legal, accounting, consultants and other professional expenses), technical consultants, operational experts (including quality assurance inspectors) or other third parties retained to perform services required or permitted hereunder, operational equipment and other lease payments as reasonably approved by Lender, but specifically excluding depreciation or amortization, income taxes or other charges in the nature of income taxes, Debt Service, debt service due on the Senior Mezzanine Loan, Capital Expenditures, deposits into the Reserve Accounts, any expenses (including legal, accounting and other professional fees, expenses and disbursements) incurred in connection with the making of the Loan or the sale, exchange or transfer of all or any portion of the Properties or in connection with the recovery of Insurance Proceeds or Awards which are applied to prepay the Note, and any item of expense which would otherwise be considered within Operating Expenses pursuant to the provisions above but is paid directly by any Tenant.

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“ Operating Lease ” shall mean those certain Lease Agreements executed by Borrower, as lessor, and Operating Lessee, as further described on Schedule V attached hereto, as the same may be amended or modified from time to time in accordance with the terms and provisions of this Agreement.

“ Operating Lease Subordination Agreement ” shall mean those certain Operating Lease Subordination and Attornment and Assignment of Leases and Rents dated the date hereof between Lender, Borrower and Operating Lessee.

“ Operating Lessee ” shall mean the operating lessees as further described on Schedule V attached hereto.

“ Operating Lessee Principal ” shall mean, with respect to each Operating Lessee, the general partner(s), if such Operating Lessee is a partnership, or the managing member(s), if such Operating Lessee is a limited liability company with multiple members, of such Operating Lessee.

“ Other Charges ” shall mean all ground rents, maintenance charges, impositions other than Property Taxes, and any other charges, including, without limitation, vault charges and license fees for the use of vaults, chutes and similar areas adjoining any Individual Property, now or hereafter levied or assessed or imposed against any Individual Property or any part thereof, including Borrower’s or Operating Lessee’s, as applicable, proportionate share of all Common Charges payable with respect to the applicable Individual Property pursuant to the Condominium Documents.

“ Other Connection Taxes ” shall mean, with respect to Lender, Taxes imposed as a result of a present or former connection between Lender and the jurisdiction imposing such Tax (other than connections arising from Lender having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in the Loan or any Loan Document).

“ Other Taxes ” shall mean all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment.

“ Outparcel ” shall have the meaning set forth in Section 7.5(a)  hereof.

“ Outside Date ” shall be the date required to complete a PIP pursuant to the terms of any applicable Management Agreement (or Replacement Management Agreement) and/or Franchise Agreement (or Replacement Franchise Agreement), as such date may be extended by Franchisor or Manager from time to time in accordance with the terms and provisions of this Agreement.

“ PACE Transaction ” shall have the meaning ascribed to such term in the definition of “Indebtedness” above.

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“ Parent Entity ” shall mean (i) Ashford Hospitality Trust, Inc., (ii) Ashford OP General Partner LLC, (iii) Ashford OP Limited Partner LLC, (iv) Ashford Hospitality Limited Partnership, and (v) Ashford TRS Corporation.

“ Participant Register ” shall have the meaning set forth in Section 13.1(c)  hereof.

“ Participations ” shall have the meaning set forth in Section 13.1(a)  hereof.

“ Patriot Act ” shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, U.S. Public Law 107-56, and the related regulations issued thereunder, including temporary regulations.

“ Payment Date ” shall mean the ninth (9th) day of each month beginning on July, 2018, and continuing through and including the Maturity Date, and if such date is not a Business Day, the immediately preceding Business Day, as such Payment Date may be adjusted pursuant to the terms of Section 2.4(e)  hereof.

“ Permitted Debt ” shall mean (i) trade and operational indebtedness incurred in the ordinary course of business with trade creditors, provided such indebtedness is (a) unsecured, (b) not evidenced by a note, (c) on commercially reasonable terms and conditions, and (d) due not more than sixty (60) days past the date incurred and paid on or prior to such date, and/or (ii) financing leases and purchase money indebtedness incurred in the ordinary course of business relating to Personal Property on commercially reasonable terms and conditions; provided , however , the aggregate amount of the indebtedness described in (i) and (ii) shall not exceed at any time four percent (4%) of the original principal amount of the Note, as the same shall be reduced by the Allocated Loan Amount of each Individual Property that has been released from the Lien of the Mortgages in accordance with the terms hereof.

“ Permitted Encumbrances ” shall mean, with respect to an Individual Property,  collectively, (i) the Lien and security interests created by the Loan Documents and the Senior Mezzanine Loan Documents, (ii) all Liens, encumbrances and other matters expressly set forth as exceptions in the Title Insurance Policy, (iii) Liens, if any, for Property Taxes imposed by any Governmental Authority not yet due or delinquent, (iv) Liens relating to Permitted Transfers, (v) Management Agreements, Franchise Agreements and Operating Leases in accordance with the terms hereof, (vi) Leases and Liens of Tenants, liens and security interests created by licensees and concessionaires in accordance with the terms hereof, (vii) Permitted Debt, (viii) Liens that are being contested in accordance with the terms hereof and (ix) such other encumbrances entered into after the date hereof which (a) do not, individually or in the aggregate, have a Material Adverse Effect or (b) are otherwise approved by Lender in Lender’s reasonable discretion.

“ Permitted Investments ” shall mean any one or more of the following obligations or securities acquired at a purchase price of not greater than par, including those issued by a servicer of the Loan, the trustee under any securitization or any of their respective Affiliates, payable on demand or having a maturity date not later than the Business Day immediately prior to the date on which the funds used to acquire such investment are required to be used under this Agreement and meeting one of the appropriate standards set forth below:

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(i)                                      direct obligations of, or obligations fully guaranteed as to timely payment of principal and interest by, the United States or any agency or instrumentality thereof, provided that each such obligation is backed by the full faith and credit of the United States;

(ii)                                   demand or time deposits in, unsecured certificates of deposit of, money market deposit accounts of, or bankers’ acceptances issued by, any depository institution or trust company incorporated or organized under the laws of the United States of America or any State thereof and subject to supervision and examination by federal or state banking authorities, so long as the commercial paper or other short-term debt obligations of such depository institution or trust company are rated in the highest short-term debt rating category of Fitch, Moody’s or S&P or in the case of any such Rating Agency such lower rating as is the subject of a Rating Agency Confirmation and, if the investment described in this clause has a term in excess of three months, the long-term debt obligations of such depository institution or trust company have been assigned a rating by each Rating Agency at least equal to “AAA” (or the equivalent) by each of the Rating Agencies (or, if not rated by a particular Rating Agency, (a) an equivalent (or higher) rating such as that listed above by at least two Rating Agencies has been assigned to the long-term debt obligations of such depository institution or trust company or (b) such Rating Agency has issued a Rating Agency Confirmation with respect to such investment as a Permitted Investment);

(iii)                                repurchase agreements or obligations with respect to any security set forth in clause (i)  above where such security has a remaining maturity of one (1) year or less and where such repurchase obligation has been entered into with a depository institution or trust company (acting as principal) set forth in clause (ii)  above and which meets the minimum rating requirement for such entity set forth above;

(iv)                               commercial paper (including both non-interest-bearing discount obligations and interest-bearing obligations payable on demand or on a specified date not more than one year after the date of issuance thereof), so long as the short term obligations of the issuer of such commercial paper are rated in the highest short-term debt rating category of each Rating Agency (or, in the case of any such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation) and, if such commercial paper has a term in excess of three months, the long-term debt obligations of the issuer of such commercial paper are rated “AAA” (or the equivalent) by each of Fitch (or, if not rated by Fitch, otherwise acceptable to Fitch as confirmed in a Rating Agency Confirmation), Moody’s (or, if not rated by Moody’s, otherwise acceptable to Moody’s as confirmed in a Rating Agency Confirmation) and S&P (or, if not rated by S&P, otherwise acceptable to S&P as confirmed in a Rating Agency Confirmation); provided that the investments described in this clause must (a) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (b) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (c) such investments must not be subject to liquidation prior to their maturity;

(v)                                  guaranteed reinvestment agreements maturing within 365 days or less issued by any bank, insurance company or other corporation the short-term unsecured debt obligations of which are rated in the highest short-term debt rating category of each of Fitch (or such lower rating for which Rating Agency Confirmation is obtained from Fitch), Moody’s (or

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such lower rating for which Rating Agency Confirmation is obtained from Moody’s) and S&P (or such lower rating for which Rating Agency Confirmation is obtained from S&P) and the long-term unsecured debt obligations of which are rated in the highest long-term category by Fitch (or such lower rating for which Fitch has provided a Rating Agency Confirmation), Moody’s (or such lower rating for which Moody’s has provided a Rating Agency Confirmation) and S&P (or such lower rating for which Rating Agency Confirmation is obtained from S&P);

(vi)                               money market funds (including those managed or advised by the Certificate Administrator or its affiliates) that maintain a constant asset value and that are rated by Fitch or S&P and by Moody’s in its highest money market fund ratings category

(vii)                            an obligation, security or investment that, but for the failure to satisfy one or more of the minimum rating(s) set forth in the applicable clause, would be listed in above, and is the subject of a Rating Agency Confirmation from each Rating Agency for which the minimum rating(s) set forth in the applicable clause is not satisfied with respect to such obligation, security or investment; and

(viii)                         any other security, obligation or investment which has been approved as a Permitted Investment in writing by (a) Lender and (b) each Rating Agency, as evidenced by a Rating Agency Confirmation;

provided    (a) such investment is held for a temporary period pursuant to Section 1.860G-2(g)(i) of the U.S. Treasury Regulations, (b) such investment is payable by the obligor in U.S. dollars, and (c) that no such instrument shall be a Permitted Investment (1) if such instrument evidences either (A) a right to receive only interest payments or only principal payments with respect to the obligations underlying such instrument or (B) a right to receive both principal and interest payments derived from obligations underlying such instrument and the principal and interest payments with respect to such instrument provide a yield to maturity of greater than 120% of the yield to maturity at par of such underlying obligations, or (2) if it may be redeemed at a price below the purchase price or (3) if it is not treated as a “permitted investment” that is a “cash flow investment” under Section 860G(a)(5) of the Internal Revenue Code; and provided , further , that any such instrument shall have a maturity date no later than the date such instrument is required to be used to satisfy the obligations under this Agreement, and, in any event, shall not have a maturity in excess of one (1) year; any such instrument must have a predetermined fixed dollar of principal due at maturity that cannot vary or change; interest on any variable rate instrument shall be tied to a single interest rate index plus a single fixed spread (if any) and move proportionally with that index; and provided , further , that no amount may be invested in investments treated as equity interests for Federal income tax purposes.  For the purpose of this definition, units of investment funds (including money market funds) shall be deemed to mature daily.

“ Permitted Transfer ” shall mean those Transfers described in Section 7.3 hereof.

“ Person ” shall mean any individual, corporation, partnership, joint venture, limited liability company, estate, trust, unincorporated association, any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such capacity on behalf of any of the foregoing.

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“ Personal Property ” shall have the meaning set forth in the granting clause of the Mortgages.

“ PIP ” shall mean all property improvement plans for replacing the FF&E, remodeling, redecorating and modifying any Individual Property required pursuant to the terms and conditions of any applicable Management Agreement (including a Replacement Management Agreement) or Franchise Agreement (including a Replacement Franchise Agreement), including, each Scheduled PIP and New PIP, as the scope and timing thereof may be modified by Franchisor or Manager from time to time in accordance with the terms and provisions of this Agreement.

“ PIP Completion Evidence ” shall mean evidence reasonably acceptable to Lender that all PIP (including all Scheduled PIP and, if applicable, New PIP) has been completed and paid for in full in a good, workmanlike and lien free manner (other than such Liens that are being contested in accordance with the terms hereof), which such evidence may include, without limitation, (a) written certification from the applicable Franchisor confirming the foregoing, (b) a title search for the applicable Individual Property confirming that only Permitted Encumbrances exist and no Liens, lis pendens or similar matters have been filed and (c) an inspection of the applicable Individual Property by Lender and/or its agents confirming the foregoing.

“ PIP Guaranty ” shall mean a guaranty given by Guarantor to Lender which guaranty shall be in the form attached hereto as Exhibit E and shall guaranty to Lender the payment and performance of any PIP described therein on or prior to the Outside Date.

“ PIP Required Deposit ” shall mean one hundred percent (100%) of the budgeted expenditures for the then current calendar year for each PIP.

“ PIP Reserve Account ” shall have the meaning specified in Section 9.9 hereof.

“ PIP Reserve Deposits ” shall have the meaning specified in Section 9.9 hereof.

“ PIP Reserve Funds ” shall have the meaning specified in Section 9.9 hereof.

“ Policies ” shall have the meaning set forth in Section 8.1(b)  hereof.

“ Pre-Approved Manager ” shall mean (i) Remington and/or (ii)  a Brand Manager for a brand comparable or better than the brand being terminated.

“ Prescribed Laws ” shall mean, collectively, (i) Patriot Act, (ii) Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, and relating to Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism, (iii) the International Emergency Economic Power Act, 50 U.S.C. § 1701 et seq. , and (iv) all other Legal Requirements relating to money laundering or terrorism.

“ Prime Rate ” shall mean the annual rate of interest published in The Wall Street Journal from time to time as the “Prime Rate.” If more than one “Prime Rate” is published in The Wall Street Journal for a day, the average of such “Prime Rates” shall be used, and such average shall be rounded up to the nearest 1/1000th of one percent (0.001%). If The Wall Street Journal ceases

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to publish the “Prime Rate,” Lender shall select an equivalent publication that publishes such “Prime Rate,” and if such “Prime Rates” are no longer generally published or are limited, regulated or administered by a governmental or quasi-governmental body, then Lender shall select a comparable interest rate index. Notwithstanding the foregoing, in no event shall the Prime Rate be less than zero percent.

“ Prohibited Transfer ” shall have the meaning set forth in Section 7.2 hereof.

“ Properties ” shall mean collectively, each and every Individual Property which is subject to the terms of this Agreement.

“ Property ” shall mean, as the context may require, the Properties or an Individual Property.

“ Property Condition Report ” shall mean, with respect to each Individual Property, those certain reports listed on Schedule VII attached hereto and made a part hereof.

“ Property Taxes ” shall mean all real estate and personal property taxes, assessments, water rates or sewer rents, now or hereafter levied or assessed or imposed against any Individual Property or part thereof.

“ Provided Information ” shall have the meaning set forth in Section 13.4 hereof.

“ Publicly Traded Company ” shall mean a corporation whose shares of stock are listed on the New York Stock Exchange or any other nationally recognized stock exchange.

“ Qualified Brand ” shall mean (i) Marriott, (ii) Hilton, (iii) Hyatt Hotels Corporation and (iv) Starwood Hotels and Resorts Worldwide.

“ Qualified Franchisor ” shall mean either (i) Franchisor, (ii) if a Franchisor is not then in place, brand owned by a Qualified Brand, or if a Franchisor is then in place, brand comparable or better than the brand being terminated and owned by a Qualified Brand or (iii) a reputable and experienced franchisor possessing experience in flagging hotel properties similar in size, scope, use and value as the Properties and which is approved by Lender pursuant to Section 5.25 hereof and which may, at Lender’s option, be conditioned upon Lender’s receipt of a Rating Agency Confirmation, provided that, with respect to any Person that is an Affiliate of Borrower, Lender has received a New Non-Consolidation Opinion.

“ Qualified Investor ” means any of the following, in each case, exclusive of the Properties and immediately prior to the applicable Transfer:

(i)                                      a pension fund or plan with at least $600,000,000 in real estate assets, at least $300,000,000 of which are hospitality assets;

(ii)                                   a pension fund plan advisor who controls at least $600,000,000 in real estate assets, at least $300,000,000 of which are hospitality assets, and is acting on behalf of a party that satisfies clause (i) above;

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(iii)                                a U.S. insurance company with a net worth of at least $300,000,000 that owns and controls at least $600,000,000 in real estate assets, at least $300,000,000 of which are hospitality assets;

(iv)                               a U.S. banking corporation, with combined capital and surplus of at least $300,000,000 that owns and controls at least $600,000,000 in real estate assets, at least $300,000,000 of which are hospitality assets;

(v)                                  any entity with a long term unsecured debt rating of at least BBB+ by S&P and (if covered by Moody’s) at least Baa1 by Moody’s (and not on negative watch by either Rating Agency) with combined capital and surplus of at least $300,000,000 that owns and controls at least $600,000,000 in real estate assets, at least $300,000,000 of which are hospitality assets; or

(vi)                               institutional “accredited investor” within the meaning of Regulation D under the Securities Act of 1933, as amended;

provided, however, that in each case in clauses (i) through (v) above, if the proposed transferee is an individual and will obtain Control of or obtain a direct or indirect interest of 20% or more in Borrower as a result of such proposed transfer,  Lender shall have received evidence that such proposed transferee (i) has never been indicted or convicted of, or plead guilty or no contest to, a felony, (ii) has never been indicted or convicted of, or pled guilty or no contest to, a Patriot Act Offense and is not on any Government List, (iii) has never been the subject of a voluntary or involuntary (to the extent the same has not been discharged) bankruptcy proceeding and (iv) has no material outstanding judgments against such proposed transferee.

“ Qualified Manager ” shall mean (i) Manager, (ii) a Pre-Approved Manager or (iii) a reputable and experienced professional property management organization that is reasonably approved by Lender pursuant to Section 5.14 hereof, which may, at Lender’s option, be conditioned upon Lender’s receipt of a Rating Agency Confirmation, provided that with respect to any Affiliated Manager, Lender has received a New Non-Consolidation Opinion.

“ Rating Agencies ” shall mean each of S&P, Moody’s, Fitch, Morningstar, Kroll and DBRS or any other nationally-recognized statistical rating agency (and any successor to any of the foregoing) designated by Lender, provided that each of the foregoing shall be deemed included within the definition of “Rating Agencies” only if such rating agency is rating the Securities.

“ Rating Agency Confirmation ” shall mean, with respect to any matter, confirmation in writing (which may be in electronic form) by each applicable Rating Agency that a proposed action, failure to act or other event with respect to which such confirmation is sought will not in and of itself result in the downgrade, withdrawal or qualification of the then-current rating assigned to any Securities (if then rated by such Rating Agency); provided that upon receipt of a written acknowledgment or waiver (which may be in electronic form and whether or not specifically identifying the matter or in general, press release form) from a Rating Agency indicating its decision not to review or to waive review of the matter for which confirmation is sought, or following the failure of a Rating Agency to respond to the request for which

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confirmation is sought within the time frames and in the manner prescribed in any pooling or trust and servicing agreement governing the administration of all or any portion of the Loan, the requirement to obtain confirmation from the Rating Agencies for such matter at such time will be considered not to apply (as if such requirement did not exist for such matter at such time) with respect to such Rating Agency.

“ REA ” shall mean any construction, operation and reciprocal easement agreement or similar agreement (including any separate agreement or other agreement between Borrower and one or more other parties thereto) affecting any Individual Property or portion thereof.

“ Register ” shall have the meaning set forth in Section 13.1(b)  hereof.

“ Regulation AB ” shall mean Subpart 229.1100 — Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and subject to such clarifications and interpretations as have been provided by the United States Securities and Exchange Commission in the adopting release (Asset Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506-1,631 (Jan. 7, 2005)) or by the staff of the United States Securities and Exchange Commission, or as may be provided by the United States Securities and Exchange Commission or its staff from time to time.

“ Reimbursement Contribution ” shall have the meaning set forth in Section 20.12 hereof.

“ Release Date ” shall have the meaning set forth in Section 2.9(c)  hereof.

“ Release Price ” shall mean those prices reflected on Schedule XI attached hereto.

“ Related Loan ” shall have the meaning set forth in Section 13.6 hereof.

“ Related Property ” shall have the meaning set forth in Section 13.6 hereof.

“ REMIC Opinion ” shall mean, with respect to any proposed matter or transaction, an opinion of counsel acceptable to Lender, in form and substance satisfactory to Lender and, if required in accordance with the terms of the transaction documents relating to a Securitization, the Rating Agencies, that the completion of such matter or transaction will not directly or indirectly result in or cause the REMIC Trust or any of its assets to fail to qualify or maintain its status as a REMIC Trust.

“ REMIC Trust ” shall mean any “real estate mortgage investment conduit” within the meaning of Section 860D of the Internal Revenue Code that holds an interest in all or any portion of the Loan.

“ Remington ” shall mean Remington Lodging & Hospitality, LLC and its Affiliates.

“ Renewal Lease ” shall have the meaning set forth in Section 5.13(a)  hereof.

“ Rents ” shall have the meaning set forth in the Mortgage.

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“ Replacement Franchise Agreement ” shall mean either (a) a franchise, trademark and license agreement with a Qualified Franchisor substantially in the same form and substance as the Franchise Agreement for the applicable Individual Property or any other Properties, or (b) a franchise, trademark and license agreement with a Qualified Franchisor either (i) on the applicable Franchisor’s then current franchise disclosure document (FDD) with only such modifications as are not materially adverse to Borrower or Lender or (ii) in form and substance reasonably approved by Lender, and which is approved by Lender pursuant to Section 5.25 hereof and which may, at Lender’s option, be conditioned upon Lender’s receipt of a Rating Agency Confirmation.

“ Replacement Interest Rate Cap Agreement ” shall mean an interest rate cap agreement from an Acceptable Counterparty with terms that are the same in all material respects as the terms of the Interest Rate Cap Agreement (except in the event Borrower exercises an Extension Option pursuant to Section 2.5(c)  hereof, in which case the Replacement Interest Rate Cap Agreement shall (i) have an effective date and term as prescribed in Section 2.5(c)  hereof and (ii) have a “strike price” equal to the Extension Term LIBOR Cap Strike Rate).

“ Replacement Management Agreement ” shall mean, collectively, (a)(i) with respect to Remington, a management agreement substantially in the form of that certain Hotel Master Management Agreement dated September 29, 2006, and (ii) with respect to any other Manager,  a management agreement in the form of a Management Agreement for any other Individual Property or otherwise approved by Lender pursuant to Section 5.14 hereof with a Qualified Manager and (b) a subordination of management agreement substantially approved by Lender pursuant to Section 5.14 hereof, executed and delivered to Lender by Operating Lessee and such Qualified Manager at Borrower’s expense.

“ Replacements ” shall have the meaning set forth in Section 9.2(a)  hereof.

“ Required Approval Lease ” shall have the meaning set forth in Section 5.13(a)  hereof.

“ Required Repair Account ” shall have the meaning set forth in Section 9.1(b)  hereof.

“ Required Repairs ” shall have the meaning set forth in Section 9.1(a)  hereof.

“ Required Work ” shall have the meaning set forth in Section 9.6 hereof.

“ Reserve Accounts ” shall mean the Required Repair Account, the Tax and Insurance Reserve Account, the FF&E Reserve Account, the PIP Reserve Account, the Excess Cash Reserve Account or any other escrow account established by the Loan Documents.

“ Reserve Funds ” shall mean the Tax and Insurance Reserve Funds, the FF&E Reserve Funds, the Required Repair Funds, the PIP Reserve Funds, the Excess Cash Reserve Funds or any other escrow funds established by the Loan Documents.

“ Reserve Percentage ” shall mean, with respect to any day of any Interest Accrual Period, that percentage (expressed as a decimal) which is in effect on such day, as prescribed by the Board of Governors of the Federal Reserve System (or any successor), for determining the maximum reserve requirement (including basic, supplemental, emergency, special and marginal

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reserves) generally applicable to financial institutions regulated by the Federal Reserve Board comparable in size and type to Lender or its Loan participants, if any, in respect of “Eurocurrency liabilities” (or in respect of any other category of liabilities which includes deposits by reference to which the interest rate on the Loan is determined), whether or not Lender has any Eurocurrency liabilities or such requirement otherwise in fact applies to Lender.  The LIBOR Rate, Base Interest Rate or Alternate Rate Interest Rate, as applicable, shall be adjusted automatically as of the effective date of each change in the Reserve Percentage.  As of the date hereof, the Reserve Percentage is zero, however, there can be no assurance as to what such amount may be in the future.

“ Restoration ” shall mean, following the occurrence of a Casualty or a Condemnation which is of a type necessitating the repair of an Individual Property, the completion of the repair and restoration of such applicable Individual Property to a condition such that the applicable Individual Property shall be at least equal in value to that immediately prior to such Casualty or Condemnation, and as near as possible to the condition the applicable Individual Property was in immediately prior to such Casualty or Condemnation, with such alterations as may be reasonably approved by Lender, if such approval is required in accordance with this Agreement.

“ Restoration Consultant ” shall have the meaning set forth in Section 8.5(b)(iii)  hereof.

“ Restoration Retainage ” shall have the meaning set forth in Section 8.5(b)(iv)  hereof.

“ Restoration Threshold ” shall mean with respect to each Individual Property, five percent (5%) of the original Allocated Loan Amount of such Individual Property.

“ Restricted Party ” shall have the meaning set forth in Section 7.1 hereof.

“ Scheduled PIP ” shall mean each PIP listed on Schedule VI attached hereto, as the same may be amended in accordance with the terms hereof.

“ Securities ” shall have the meaning set forth in Section 13.1 hereof.

“ Securities Act ” shall mean the Securities Act of 1933, as amended.

“ Securities Liabilities ” shall have the meaning set forth in Section 13.5(b)  hereof.

“ Securitization ” shall have the meaning set forth in Section 13.1 hereof.

“ Securitization Closing Date ” shall mean the date designated or deemed to be designated by Lender as the “Securitization Closing Date” in accordance with Section 2.4(e)  hereof.

“ Securitization Initialization Period ” shall mean, with respect to a Securitization, the period beginning on and including the Securitization Closing Date and ending on and excluding, at the election of Lender, either (x) in the event the first distribution to certificateholders occurs during the Securitization Month, the Selected Day in the Securitization Month or (y) in the event the first distribution to certificateholders occurs during the month following the Securitization Month, the Selected Day in the month after the Securitization Month.

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“ Securitization Initialization Period LIBOR ” shall mean, with respect to a Securitization Initialization Period, LIBOR as determined two (2) Business Days prior to the related Securitization Closing Date.

“ Securitization Month ” shall mean the month in which the Securitization Closing Date occurs.

“ Selected Day ” means the fifteenth (15th) day of each calendar month, or such other date as determined by Lender pursuant to Section 2.4(e)  hereof.

“ Senior Mezzanine Borrower ” shall mean Ashford Senior A LLC, a Delaware limited liability company.

“ Senior Mezzanine Lender ” shall mean the owner and holder of the Senior Mezzanine Loan.

“ Senior Mezzanine Loan ” shall mean that certain loan made by Senior Mezzanine Lender to Senior Mezzanine Borrower on the date hereof pursuant to the Senior Mezzanine Loan Agreement, as the same may be amended or split pursuant to the terms of the Senior Mezzanine Loan Documents.

“ Senior Mezzanine Loan Agreement ” shall mean that certain Senior Mezzanine Loan Agreement dated as of the date hereof between Senior Mezzanine Borrower and Senior Mezzanine Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time pursuant to the terms of the Senior Mezzanine Loan Documents.

“ Senior Mezzanine Loan Documents ” shall mean all documents or instruments evidencing, securing or guaranteeing the Senior Mezzanine Loan, including without limitation, the Senior Mezzanine Loan Agreement.

“ Special Member ” shall have the meaning set forth in Section 6.1(b)(ii)  hereof.

“ SPE Component Entity ” shall have the meaning set forth in Section 6.1(b)(i)  hereof.

“ Spread Maintenance Date ” shall mean the Payment Date occurring in December 2019.

“ Spread Maintenance Premium ” shall mean, with respect to any payment or prepayment, an amount equal to the product of the following: (i) the LIBOR Margin, the Alternate Rate Spread or the Base Rate Spread then applicable to each such future installment of interest, multiplied by (ii) the principal amount of the Loan so prepaid, and multiplied by (iii) a fraction, the numerator of which is the number of days following the date through which interest on the prepaid amount has been paid through and including December 14, 2019, and the denominator of which is 360.

“ S&P ” shall mean Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and its successors in interest.

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“ State ” shall mean, with respect to an Individual Property, the State in which such Individual Property or any part thereof is located.

“ Substitute Interest Rate Protection Agreement ” shall have the meaning set forth in Section 5.24(f) hereof.

“ Survey ” shall mean, with respect to each Individual Property, those certain surveys listed on Schedule X attached hereto and made a part hereof.

“ Tax and Insurance Reserve Funds ” shall have the meaning set forth in Section 9.4 hereof.

“ Tax and Insurance Reserve Account ” shall have the meaning set forth in Section 9.4 hereof.

“ Taxes ” shall mean all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“ Tenant ” shall mean any Person leasing, subleasing or otherwise occupying any portion of any Individual Property under a Lease or other occupancy agreement with Borrower or Operating Lessee.

“ Title Insurance Policy ” shall mean each ALTA (or its state-specific equivalent) mortgagee title insurance policy issued with respect to the applicable  Individual Property and insuring the lien of the applicable Mortgage.

“ Transfer ” shall have the meaning set forth in Section 7.1 hereof.

“ Transferee ” shall have the meaning set forth in Section 7.4 hereof.

“ Transferee Principal ” shall have the meaning set forth in Section 7.4(d)  hereof.

“ Tribunal ” shall mean any state, commonwealth, federal, foreign, territorial or other court or governmental department, commission, board, bureau, district, authority, agency, central bank, or instrumentality, or any arbitration authority.

“ UCC ” or “ Uniform Commercial Code ” shall mean the Uniform Commercial Code as in effect in the State where the applicable Individual Property is located.

“ Underwriter Group ” shall have the meaning set forth in Section 13.5(b)  hereof.

“ Underwritten Net Cash Flow ” shall mean, as of any date of determination and calculated with respect to the preceding twelve (12) month period for which financial statements are available pursuant to Section 5.11 hereof, the amount determined by Lender as the excess of (a) Gross Revenues over (b) Operating Expenses, adjusted to (i) include amounts for (A) management fees equal to the greater of (1) three percent (3%) of Gross Revenues and (2) the management fees actually paid under the Management Agreement, (B) any franchise, license and

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marketing fees and reimbursables paid or payable to Franchisor under any Franchise Agreement and/or Management Agreement, as applicable, and (C) Capital Expenditures (i) equal to the greater of (1) four percent (4%) of Gross Revenues per annum (regardless of whether deposits to a reserve account for such items is required under this Agreement) and (2) the Capital Expenditures actually paid under the Franchise Agreement; and (ii) exclude amounts (A) which are non-recurring items and (B) received from any Affiliate of Borrower or Guarantor or from any Tenant in default under its Lease or in bankruptcy (unless such Lease has been assumed in the bankruptcy proceeding).  Lender’s calculation of Underwritten Net Cash Flow shall be final absent manifest error.

“ Uniform System of Accounts ” shall mean the most recent edition of the Uniform System of Accounts for Hotels as adopted by the American Hotel and Motel Association.

“ Unit ” or “ Units ” shall mean any Condominium units created pursuant to the Condominium Documents.

“ U.S. Person ” shall mean a Person that is a “United States person” as defined in Section 7701(a)(30) of the Internal Revenue Code.

“ U.S. Tax Compliance Certificate ” shall have the meaning set forth in Section 2.7(e)  hereof.

“ Write-Down and Conversion Powers ” shall have the meaning set forth in Section 20.13 hereof.

“ Zoning Report ” shall mean, with respect to each Individual Property, those certain zoning reports listed on Schedule IX attached hereto and made a part hereof.

Section 1.2             Principles of Construction

All references to sections and schedules are to sections and schedules in or to this Agreement unless otherwise specified.  All uses of the word “including” shall mean “including, without limitation” unless the context shall indicate otherwise.  Unless otherwise specified, the words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.  Unless otherwise specified, all meanings attributed to defined terms herein shall be equally applicable to both the singular and plural forms of the terms so defined.

ARTICLE 2

GENERAL TERMS

Section 2.1             The Loan

Subject to and upon the terms and conditions set forth herein, Lender hereby agrees to make, and Borrower hereby agrees to accept, the Loan on the Closing Date.

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Section 2.2             Disbursement to Borrower

Borrower may request and receive only one borrowing in respect of the Loan and any amount borrowed and repaid in respect of the Loan may not be reborrowed.

Section 2.3             The Note, Mortgage and Loan Documents

The Loan shall be evidenced by the Note and this Agreement and secured by the Mortgage and the other Loan Documents.

Section 2.4             Interest Rate

(a)           General .  Interest on the outstanding principal balance of the Loan shall accrue at the Interest Rate from the Closing Date through and including the last day of the Interest Accrual Period during which the Maturity Date occurs.  Except as otherwise set forth herein or in the other Loan Documents, interest shall be paid in arrears.

(b)           Unavailability of LIBOR Rate .  Subject to Section 2.4(g), in the event that Lender shall have determined (which determination shall be conclusive and binding upon Borrower absent manifest error) that by reason of circumstances affecting the interbank eurodollar market, adequate and reasonable means do not exist for ascertaining the LIBOR Rate (and LIBOR has not been succeeded by an Alternate Index as set forth in Section 2.4(g) below), then Lender shall forthwith give notice by telephone of such determination, confirmed in writing, to Borrower at least one (1) day prior to the last day of the related Interest Accrual Period.  If such notice is given, the Loan, commencing with the first (1st) day of the next succeeding Interest Accrual Period, shall be converted to a Base Rate Loan bearing interest based on the Base Rate Interest Rate in effect on the related Determination Date, and thereafter the Interest Rate shall be the Base Rate Interest Rate.

If, pursuant to the terms of this Agreement, the Loan has been converted to a Base Rate Loan and thereafter: (i) Lender shall determine (which determination shall be conclusive and binding upon Borrower absent manifest error) that the event(s) or circumstance(s) which resulted in such conversion shall no longer be applicable, Lender shall give notice thereof to Borrower, and the Base Rate Interest Rate shall convert to the LIBOR Rate effective on the first (1 st ) day of the next succeeding Interest Accrual Period; or (ii) if LIBOR cannot be determined and has been succeeded by an Alternate Index pursuant to Section 2.4(g)  below, then Lender shall give notice thereof to Borrower and convert the Base Rate Loan to an Alternate Rate Loan by delivering to Borrower notice of such conversion no later than 11:00 a.m. (New York City Time), three (3) Business Days prior to the next succeeding Determination Date, in which event the Base Rate Loan shall be converted to an Alternate Rate Loan from, after and including the first day of the next succeeding Interest Accrual Period.  Notwithstanding any provision of this Agreement to the contrary, in no event shall Borrower have the right to elect to convert a LIBOR Rate Loan to a Base Rate Loan, or to convert a Base Rate Loan to a LIBOR Rate Loan or an Alternate Rate Loan.

(c)           Default Rate .  Upon the occurrence and during the continuance of an Event of Default, interest on the outstanding principal balance of the Loan and, to the extent permitted by law, overdue interest and other amounts due in respect of the Loan shall accrue at a rate per annum equal to the Default Rate and all references in the Note, this Agreement or the

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other Loan Documents to the “Interest Rate” shall be deemed to refer to the Default Rate.  Interest at the Default Rate shall be computed from the occurrence of the Event of Default until the earlier of (i) the actual receipt and collection of the Debt (or that portion thereof that is then due) and (ii) the cure of such Event of Default.  To the extent permitted by applicable law, interest at the Default Rate shall be added to the Debt, shall itself accrue interest at the same rate as the Loan and shall be secured by the Mortgage.  This paragraph shall not be construed as an agreement or privilege to extend the date of the payment of the Debt, nor as a waiver of any other right or remedy accruing to Lender by reason of the occurrence of any Event of Default; the acceptance of any payment from Borrower shall not be deemed to cure or constitute a waiver of any Event of Default; and Lender retains its rights under the Note, this Agreement and the other Loan Documents to accelerate and to continue to demand payment of the Debt upon the occurrence of and during the continuance of any Event of Default, despite any payment by Borrower to Lender.

(d)           Interest Calculation .  Interest shall be computed based on the daily rate produced assuming a three hundred sixty (360) day year, multiplied by the actual number of days elapsed during each Interest Accrual Period.  Borrower understands and acknowledges that such interest accrual method results in more interest accruing on the Loan than if either a thirty (30) day month and a three hundred sixty (360) day year or the actual number of days and a three hundred sixty five (365) day year were used to compute the accrual of interest on the Loan.  Lender shall determine the Interest Rate applicable to the Debt in accordance with this Agreement and its determination thereof shall be conclusive in the absence of manifest error.  The books and records of Lender shall be prima facie evidence of all sums owing to Lender from time to time under this Agreement, but the failure to record any such information shall not limit or affect the obligations of Borrower under the Loan Documents.

(e)           Selected Day and Securitization Closing Date; Securitization Interest Adjustments .  (i) Lender may in its sole discretion designate the Securitization Closing Date by providing not less than twenty-four (24) hours prior notice to Borrower.  Lender may in its sole discretion designate a day of the calendar month as the Selected Day for purposes of establishing, in accordance with the definition of “Interest Accrual Period”, the beginning and ending dates of the Interest Accrual Period that commences in the month in which the Securitization Closing Date occurs (and, to the extent contemplated in the definition of Interest Accrual Period, the prior month) and each Interest Accrual Period thereafter.  In lieu of such designation, Lender may elect that the Interest Accrual Period with respect to the first Payment Date after the Securitization Closing Date and each Payment Date thereafter shall be the calendar month preceding such Payment Date.  The designation of the Selected Day or election of calendar-month Interest Accrual Periods shall be a one-time event; once made, such designation or election shall apply for purposes of establishing, in accordance with the definition of “Interest Accrual Period”, the beginning and ending dates of the Interest Accrual Period that commences in the month in which the Securitization Closing Date occurs (and, to the extent contemplated in the definition of Interest Accrual Period, the prior month) and each Interest Accrual Period thereafter.

(ii)           With respect to any portion of any Interest Accrual Period that also comprises all or any portion of a Securitization Initialization Period, if the amount of interest payable by Borrower hereunder (based on the Interest Rate using LIBOR as of the applicable

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Determination Date) is less than the amount of interest which would be payable if the Interest Rate were determined using the Securitization Initialization Period LIBOR in lieu of LIBOR (such deficiency being the “ Securitization Interest Adjustment Amount ” for such Interest Accrual Period), then Borrower shall pay to Lender on the Payment Date related to any such Interest Accrual Period (or, if such Payment Date occurred prior to the Securitization Closing Date, then on the next succeeding Payment Date) the Securitization Interest Adjustment Amount.

(iii)          Similarly, if Lender exercises its option pursuant to clause (i) of this Section 2.4(e)  to elect calendar Interest Accrual Periods for Payment Dates after the Securitization Closing Date, in respect of any portion of the first such calendar Interest Accrual Period that overlaps with an Interest Accrual Period with respect to which a payment was already made on a prior Payment Date, in respect of the number of days of overlap, Borrower shall be credited with the interest already paid and, on the first Payment Date after the Securitization Closing Date, shall be obligated to pay in respect of such overlapping days only an amount equal to the greater of (A)(1) the amount of interest accrued for such overlapping days using LIBOR as determined two (2) Business Days prior to the first day of the month prior to the Securitization Month minus (2) the amount of interest accrued for such overlapping days using the LIBOR determined as of the Determination Date in the month prior to the Securitization Month and (B) zero.

(iv)          In the event that Lender changes the Selected Day to a day pursuant to clause (i) of this Section 2.4(e)  to a day that is earlier in the month than the Selected Day as previously defined, then, with respect to the first Payment Date after the Securitization Closing Date and the portion (if any) of the applicable Interest Accrual Period that does not overlap with the Securitization Initialization Period, if Borrower has already paid the amount of interest it owed in respect of such non-overlapping portion as calculated prior to such change in the Selected Day on the most recent Payment Date prior to such change in the Selected Day, then Borrower shall not owe any further amount of interest in respect of such non-overlapping portion.

(f)            Usury Savings .  This Agreement and the Note are subject to the express condition that at no time shall Borrower be obligated or required to pay interest on the principal balance of the Loan at a rate which could subject Lender to either civil or criminal liability as a result of being in excess of the maximum nonusurious interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged or received on the indebtedness evidenced by the Note and as provided for herein or in the other Loan Documents, under the laws of such state or states whose laws are held by any court of competent jurisdiction to govern the interest rate provisions of the Loan (such rate, the “ Maximum Legal Rate ”).  If, by the terms of the Note, this Agreement or the other Loan Documents, Borrower is at any time required or obligated to pay interest on the principal balance due on the Loan at a rate in excess of the Maximum Legal Rate, the Interest Rate or the Default Rate, as the case may be, shall be deemed to be immediately reduced to the Maximum Legal Rate and all previous payments in excess of the Maximum Legal Rate shall be deemed to have been payments in reduction of principal and not on account of the interest due hereunder (and any such payments shall not require the payment of a Spread Maintenance Premium or any other prepayment premium).  All sums paid or agreed to be paid to Lender for the use, forbearance, or detention of the sums due under the Loan, shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term of the Loan until payment in full so that the rate or

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amount of interest on account of the Loan does not exceed the Maximum Legal Rate of interest from time to time in effect and applicable to the Loan for so long as the Loan is outstanding.

(g)           If at any time the Loan is outstanding as a LIBOR Rate Loan or a Base Rate Loan and Lender has determined in good faith that LIBOR cannot be determined and LIBOR has been succeeded by an Alternate Index, then the Loan shall be converted from a LIBOR Rate Loan or a Base Rate Loan, as applicable, to an Alternate Rate Loan, provided that Lender shall have received (i) an opinion of nationally recognized REMIC counsel as to the compliance of such conversion with applicable REMIC requirements as determined under the Code, the regulations, revenue rulings, revenue procedures and other administrative, legislative and judicial guidance relating to the tax treatment of REMIC Trusts (which such opinion shall be, in form and substance and from a provider, in each case, acceptable to Lender in its sole discretion and acceptable to the Rating Agencies), (ii) a Rating Agency Confirmation in connection with such conversion, and (iii) evidence satisfactory to Lender that such conversion does not violate ERISA.  Lender shall provide notice of the foregoing conversion by giving notice of such determination in writing to Borrower at least five (5) Business Days prior to the next succeeding Determination Date.  If such notice is given, the Loan shall be converted, as of the first day of the next succeeding Interest Accrual Period, to an Alternate Rate Loan.  Notwithstanding any provision of this Agreement to the contrary, in no event shall Borrower have the right to convert a LIBOR Rate Loan to an Alternate Rate Loan, or to convert an Alternate Rate Loan to a LIBOR Rate Loan or a Base Rate Loan.

If, pursuant to the terms of this Agreement, the Loan has been converted to an Alternate Rate Loan and, thereafter, such Alternate Index cannot be determined, then Lender shall give notice thereof to Borrower and convert the Alternate Rate Loan to a Base Rate Loan by delivering to Borrower notice of such conversion no later than 11:00 a.m. (New York City Time), three (3) Business Days prior to the next succeeding Determination Date, in which event the Alternate Rate Loan shall be converted to a Base Rate Loan from, after and including the first day of the next succeeding Interest Accrual Period. If the Loan has been converted from an Alternate Rate Loan to a Base Rate Loan pursuant to the foregoing and, thereafter, Lender shall determine (which determination shall be conclusive and binding upon Borrower absent manifest error) that the event(s) or circumstance(s) which resulted in such conversion shall no longer be applicable, Lender shall give notice thereof to Borrower, and the Base Rate Interest Rate shall convert to the Alternate Rate Interest Rate effective on the first (1 st ) day of the next succeeding Interest Accrual Period. Notwithstanding any provision of this Agreement to the contrary, in no event shall Borrower have the right to elect to convert an Alternate Rate Loan to a Base Rate Loan.

Section 2.5             Loan Payments

(a)           Payment Before Maturity .  On the Closing Date, Borrower shall pay to Lender interest for the Interim Interest Accrual Period and on each Payment Date thereafter through and including the Maturity Date, Borrower shall pay to Lender all interest that has accrued or will accrue during the Interest Accrual Period in which such Payment Date (or Maturity Date, as applicable) occurs.

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(b)           Payment on Maturity .  Borrower shall pay to Lender on the Maturity Date the outstanding principal balance of the Loan, all accrued and unpaid interest and all other amounts due hereunder and under the Note, the Mortgage and the other Loan Documents.

(c)           Extension of the Maturity Date .  Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date for five (5) successive terms of one (1) year each (each, an “ Extension Option ”) to (v) the Payment Date occurring in June 2021, (w) the Payment Date occurring in June 2022, (x) the Payment Date occurring in June 2023, (y) the Payment Date occurring in June 2024 and (z) the Payment Date occurring in June 2025 (each such date, an “ Extended Maturity Date ” and each such one-year period an “ Extension Term ”), respectively, and, as to each Extension Option, upon satisfaction of the following terms and conditions:

(i)            no Event of Default shall have occurred and be continuing at the time the applicable Extension Option is exercised and on the date that the applicable extension term is commenced;

(ii)           Borrower shall notify Lender of its irrevocable election to extend the Maturity Date as aforesaid not earlier than three (3) months, and no later than one (1) month, prior to the then applicable Maturity Date;

(iii)          Borrower shall obtain and deliver to Lender prior to the commencement of such Extension Term, a Replacement Interest Rate Cap Agreement, which Replacement Interest Rate Cap Agreement shall be effective commencing on the first day following the end of the Interest Accrual Period in which such Extension Term commences and shall have a term extending through and including the end of the Interest Accrual Period in which the Maturity Date, as extended, falls; provided, however, the confirmation evidencing such Replacement Interest Rate Cap Agreement, any guaranty or guaranties therefor, the executed counterparts to the Collateral Assignment of Interest Rate Cap Agreement, and any opinion from counsel to the Acceptable Counterparty may be delivered within a reasonable period of time after the commencement of such Extension Term;

(iv)          the Senior Mezzanine Loan shall have been extended in accordance with the terms of the Senior Mezzanine Loan Agreement;

(v)           [intentionally omitted];

(vi)          in connection with the exercise of each of the fourth and fifth Extension Options, the LIBOR margin, Alternate Rate Spread or Base Rate Spread, as applicable, shall be increased by 0.125% for each such Extension Option;

(vii)         in connection with (A) the exercise of the fourth Extension Option, the Debt Yield as of the end of the third Extension Term shall be at least 10.78% and (B) the exercise of the fifth Extension Option, the Debt Yield as of the end of the fourth Extension Term shall be at least 10.78% in each case, provided that Borrower may prepay the Loan in accordance with the terms of this Agreement for the purposes of satisfying the Debt Yield required under this subclause 2.5(c)(vii); and

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(viii)        Borrower shall have paid all of Lender’s reasonable out of pocket costs and expenses, including, without limitation, reasonable attorneys’ fees and disbursements, in connection with Borrower’s exercise of each applicable Extension Option; provided , however , Borrower shall not be required to pay any consent, processing, administrative or similar fee in connection with Borrower’s exercise of any Extension Option.

All references in this Agreement and in the other Loan Documents to the Maturity Date shall mean the applicable Extended Maturity Date in the event the applicable Extension Option is exercised.

(d)           Application of Payments .  Prior to the occurrence of an Event of Default, all monthly payments made as scheduled pursuant to this Agreement and the Note shall be applied first to the payment of interest computed at the Interest Rate, and the balance toward the reduction of the principal amount of the Debt (and, in connection with any New Mezzanine Loan or any Loan Bifurcation, be applied sequentially among any components within such New Mezzanine Loan or Loan Bifurcation). All voluntary and involuntary prepayments on the Debt shall be applied, to the extent thereof, to accrued but unpaid interest on the amount prepaid, to the outstanding principal amount, and any other sums due and unpaid to the Lender in connection with the Loan, in such manner and order as Lender may elect in its sole and absolute discretion, including, but not limited to, application to principal installments in inverse order of maturity.  Following the occurrence and during the continuance of an Event of Default, any payment made on the Debt shall be applied to accrued but unpaid interest, late charges, accrued fees, the unpaid principal amount of the Debt, and any other sums due and unpaid to Lender in connection with the Loan, in such manner and order as Lender may elect in its sole and absolute discretion.

(e)           Method and Place of Payment .

(i)            Each payment by Borrower hereunder shall be made to Lender at its offices or at such other place as Lender may designate from time to time in writing.

(ii)           All payments and prepayments under this Agreement and the Note shall be made to Lender not later than 2:00 P.M., New York City time.

(iii)          Whenever any payment hereunder shall be stated to be due on a day which is not a Business Day, such payment shall be made on the first Business Day preceding such Payment Date.

(iv)          All payments made by Borrower hereunder or under the other Loan Documents shall be made irrespective of, and without any deduction for, any setoff, defense or counterclaims.

(v)           Remittances in payment of any part of the indebtedness other than in the required amount in immediately available U.S. funds shall not, regardless of any receipt or credit issued therefor, constitute payment until the required amount is actually received by the holder hereof in immediately available U.S. funds and shall be made and accepted subject to the condition that any check or draft may be handled for collection in accordance with the practices of the collecting bank or banks.

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(f)            Late Payment Charge .  If any principal, interest or other payment due under the Loan Documents (other than the outstanding principal amount of the Loan due on the Maturity Date) is not paid by Borrower on or prior to the date the same is due (after taking into account the payment date convention set forth in Section 2.5(e)  hereof) (or such greater period, if any, required by applicable Legal Requirements), Borrower shall pay to Lender upon demand an amount equal to the lesser of four percent (4%) of such unpaid sum or the maximum amount permitted by applicable Legal Requirements in order to defray the expense incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent payment.  Any such amount shall be secured by the Mortgage and the other Loan Documents to the extent permitted by applicable law.

(g)           Additional Payment Provisions .

(i)            If at any time after the date hereof, Lender (which shall include, for purposes of this Section, any corporation controlling Lender and any participant of Lender’s rights hereunder) reasonably determines that due to the adoption or modification of any Legal Requirement regarding taxation, Lender’s required levels of reserves, deposits, Federal Deposit Insurance Corporation insurance or capital (including any allocation of capital requirements or conditions), or similar requirements, or any interpretation or administration thereof by any Tribunal or compliance of Lender with any of such requirements, has or would have the effect of (A) increasing Lender’s costs relating to the Loan, or (B) reducing the yield or rate of return of Lender on the Loan, to a level below that which Lender could have achieved but for the adoption or modification of any such Legal Requirements, Borrower shall, within fifteen (15) days of any request by Lender, pay to Lender such additional amounts as (in Lender’s sole judgment, after good faith and reasonable computation) will compensate Lender for such increase in costs or reduction in yield or rate of return of Lender (a “ Consequential Loss ”).  No failure by Lender to immediately demand payment of any additional amounts payable hereunder shall constitute a waiver of Lender’s right to demand payment of such amounts at any subsequent time.  Nothing herein contained shall be construed or so operate as to require Borrower to pay any interest, fees, costs or charges greater than is permitted by applicable law.

(ii)           If any requirement of law or any change therein or in the interpretation or application thereof, shall hereafter make it unlawful for Lender to make or maintain a Loan with the Interest Rate being based on LIBOR as contemplated hereunder, (A) the obligation of Lender hereunder to make such Loan based on LIBOR or to convert the Loan from the Base Rate Interest Rate to the LIBOR Rate shall be canceled forthwith and (B) any outstanding LIBOR Rate Loan shall be converted automatically to a loan bearing interest at the Base Rate Interest Rate on the next succeeding Payment Date or within such earlier period as required by law.  Borrower hereby agrees promptly to pay Lender, upon demand, any additional amounts necessary to compensate Lender for any costs incurred by Lender in making any conversion in accordance with this Agreement, including, without limitation, any interest or fees payable by Lender to lenders of funds obtained by it in order to make or maintain the LIBOR Rate Loan hereunder.  If Lender becomes entitled to claim any additional amounts pursuant to this Section 2.5(g)(ii) , Lender shall provide Borrower with not less than ninety (90) days written notice specifying in reasonable detail the event by reason of which it has become so entitled and the additional amount required to fully compensate Lender for such additional costs.  Lender’s notice of such costs, as certified to Borrower, shall be conclusive absent manifest error.

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(iii)          If any change in any requirement of law or in the interpretation or application thereof, or compliance by Lender with any request or directive (whether or not having the force of law) hereafter issued from any central bank or other Governmental Authority:

shall hereafter impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of Lender which is not otherwise included in the determination of LIBOR (or the Alternate Index, as applicable) hereunder,

shall hereafter have the effect of reducing the rate of return on Lender’s capital as a consequence of its obligations hereunder to a level below that which Lender could have achieved but for such adoption, change or compliance (taking into consideration Lender’s policies with respect to capital adequacy) by any amount deemed by Lender to be material;

shall subject Lender to any Taxes (other than (I) Indemnified Taxes, (II) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (III) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, or other liabilities or capital attributable thereto; or

shall hereafter impose on Lender any other condition (other than Taxes);

and the result of any of the foregoing is to increase the cost to Lender of making, renewing or maintaining loans or extensions of credit or to reduce any amount receivable hereunder, then, in any such case, Borrower shall promptly pay Lender, upon demand, any additional amounts necessary to compensate Lender for such additional cost or reduced amount receivable which Lender deems to be material as determined by Lender.  If Lender becomes entitled to claim any additional amounts pursuant to this Section 2.5(g)(iii) , Lender shall provide Borrower with not less than ninety (90) days written notice specifying in reasonable detail the event by reason of which it has become so entitled and the additional amount required to fully compensate Lender for such additional cost or reduced amount.  A certificate as to any additional costs or amounts payable pursuant to the foregoing sentence submitted by Lender to Borrower shall be conclusive in the absence of manifest error.  This provision shall survive payment of the Note and the satisfaction of all other obligations of Borrower under this Agreement and the Loan Documents.

(iv)          Borrower agrees to indemnify Lender and to hold Lender harmless from any loss or expense which Lender sustains or incurs as a consequence of (A) any default by Borrower in payment of the principal of or interest on a LIBOR Rate Loan or Alternate Rate Loan, including, without limitation, any such loss or expense arising from interest or fees payable by Lender to lenders of funds obtained by it in order to maintain a LIBOR Rate Loan or Alternate Rate Loan hereunder, (B) any prepayment (whether voluntary or mandatory) of the LIBOR Rate Loan or the Alternate Rate Loan that did not include all interest which had accrued (or would have accrued) at the Interest Rate through the end of the related Interest Accrual Period, including, without limitation, such loss or expense arising from interest or fees payable by Lender to lenders of funds obtained by it in order to maintain the LIBOR Rate Loan or the Alternate Rate Loan hereunder, and (C) the conversion (for any reason whatsoever, whether

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voluntary or involuntary) of the Interest Rate from the LIBOR Rate or Base Rate Interest Rate to the Alternate Rate Interest Rate or with respect to any portion of the outstanding principal amount of the Loan then bearing interest at the LIBOR Rate on a date other than the Payment Date immediately following the last day of an Interest Accrual Period, including, without limitation, such loss or expenses arising from interest or fees payable by Lender to lenders of funds obtained by it in order to maintain a LIBOR Rate Loan or Alternate Rate Loan hereunder (the amounts referred to in clauses (A), (B) and (C) are herein referred to collectively as the “ Breakage Costs ”).  This provision shall survive payment of the Note in full and the satisfaction of all other obligations of Borrower under this Agreement and the other Loan Documents.

(v)           Within fifteen (15) days after request by Lender (or at the time of any prepayment), Borrower shall pay to Lender such amount or amounts as will compensate Lender for any loss, cost, expense, penalty, claim or liability, including any loss incurred in obtaining, prepaying, liquidating or employing deposits or other funds from third parties and any loss of yield, as determined by Lender in its judgment reasonably exercised incurred by it with respect to the Loan as a result of the payment or prepayment of any amount on a date other than the date such amount is required or permitted to be paid or prepaid; provided that Lender delivers to Borrower a certificate as to the amounts of such costs described herein, which certificate shall be conclusive in the absence of manifest error.  Lender shall have no obligation to purchase, sell and/or match funds in connection with the funding or maintaining of the Loan or any portion thereof.  The obligations of Borrower under this Section shall survive any termination of the Loan Documents and payment of the Note and shall not be waived by any delay by Lender in seeking such compensation.

Section 2.6             Loan Prepayments

(a)           Voluntary .  Except as otherwise expressly permitted under this Agreement, including, without limitation, Section 2.9 hereof, no voluntary prepayments, whether in whole or in part, of the Loan or any other amount at any time due and owing under this Agreement can be made by Borrower or any other Person without the express prior written consent of Lender, and Lender shall have no obligation to accept any prepayment except when made in accordance with the terms hereof.  Borrower may, on any Business Day at its option and upon giving Lender not less than thirty (30) (and not more than ninety (90)) days prior written notice (such notice being revocable or may be modified by Borrower on at least two (2) Business Days prior written notice to Lender provided Borrower pays all of Lender’s reasonable costs and expenses incurred in connection with the notice of prepayment), prepay the Loan (i) on or before the Spread Maintenance Date, in whole or in part, with payment of the Spread Maintenance Premium on that portion of the Loan which exceeds an amount equal to the Free Prepayment Amount, and (ii) after the Spread Maintenance Date, in whole or in part, without payment of any premium, fee or penalty.  Any prepayment shall include the payment of all additional amounts required to be paid by Borrower and all other amounts owing by Borrower to Lender under the Note, this Agreement and the other Loan Documents, including, without limitation, (A) any Breakage Costs incurred by Lender in connection with the cancellation or termination of a LIBOR (or the Alternate Index, as applicable) or swap contract entered into in connection with the Loan, and (B) Compensating Interest; provided , however , Borrower shall not be required to pay any consent, processing, administrative or similar fee in connection with any prepayment pursuant to this Section 2.6(a) .  As a condition to any prepayment contemplated by this Section 2.6(a) , Borrower shall have

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delivered evidence satisfactory to Lender that the Senior Mezzanine Loan is being prepaid on a pro-rata basis in accordance with the terms of the Senior Mezzanine Loan Agreement.

(b)           Mandatory .  Borrower shall prepay the Loan in an amount equal to all Net Proceeds which, pursuant to the provisions of Section 8.5(c)  hereof, Lender elects to retain and apply toward the reduction of the principal amount of the Debt.  Any such prepayment shall be held by Lender and applied on the next Payment Date.  Borrower shall not be required to pay a Spread Maintenance Premium or any other prepayment premium in connection with any prepayment made pursuant to this Section 2.6(b) .

(c)           Application of Prepayments .  Upon any voluntary prepayment of the Loan in accordance with the terms hereof (other than a paydown pursuant to Section 2.9 hereof, which such paydown shall be calculated in accordance with Section 2.9(d) hereof), each Allocated Loan Amount shall be decreased by an amount equal to the product of (x) the amount of such payment and (y) a fraction, the numerator of which is the applicable Allocated Loan Amount (prior to the adjustment in question) and the denominator of which is the total of all Allocated Loan Amounts (prior to the adjustment in question). Notwithstanding the foregoing or anything herein to the contrary, in the event of a Casualty or Condemnation whereby Net Proceeds shall be applied to the Debt pursuant to the terms of Section 2.6(b) hereof, then such Net Proceeds shall be applied (1) first, to reduce the Allocated Loan Amount of the Individual Property affected by such Casualty or Condemnation and (2) second, to reduce the Allocated Loan Amount of the other Individual Properties.

Section 2.7             Taxes

(a)           Payments Free of Taxes .  Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law.  If any applicable law (as determined in the good faith discretion of Borrower) requires the deduction or withholding of any Tax from any such payment by Borrower, then Borrower shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.7 ) the applicable Lender receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(b)           Payment of Other Taxes .  The Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable law any Other Taxes.

(c)           Indemnification .  The Loan Parties shall jointly and severally indemnify Lender, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.7 ) payable or paid by Lender or required to be withheld or deducted from a payment to Lender and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the

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relevant Governmental Authority.  A certificate as to the amount of such payment or liability delivered to Borrower by Lender shall be conclusive absent manifest error.

(d)           Evidence of Payments .  As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to this Section 2.7 , such Loan Party shall deliver to Lender the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to Lender.

(e)           Status of Lenders .

(i)            In the event Lender is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document, Lender shall deliver to Borrower, at the time or times reasonably requested by Borrower, such properly completed and executed documentation reasonably requested by Borrower as will permit such payments to be made without withholding or at a reduced rate of withholding.  In addition, Lender, if reasonably requested by Borrower, shall deliver such other documentation prescribed by applicable law or reasonably requested by Borrower as will enable Borrower to determine whether or not Lender is subject to backup withholding or information reporting requirements.  Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.7(e)(ii)(A) , (ii)(B)  and (ii)(D)  below) shall not be required if in Lender’s reasonable judgment such completion, execution or submission would subject Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of Lender.

(ii)           Without limiting the generality of the foregoing, in the event that Borrower is a U.S. Person,

(A)          Lender shall deliver to Borrower from time to time upon the reasonable request of Borrower executed originals of IRS Form W-9 certifying that Lender is exempt from U.S. federal backup withholding tax;

(B)          if Lender is or becomes a Foreign Lender, Lender shall, to the extent it is legally entitled to do so, deliver to Borrower (in such number of copies as shall be requested by the recipient) on or prior to the date hereof if Lender is already a Foreign Lender, or on or prior to the date on which Lender becomes a Foreign Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrower, whichever of the following is applicable):

(1)                                  in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-

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8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(2)                                  executed originals of IRS Form W-8ECI;

(3)                                  in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a certificate to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code, which shall be in the form attached hereto as Exhibit C (a “ U.S. Tax Compliance Certificate ”) and (y) executed originals of IRS Form W-8BEN; or

(4)                                  to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate,  IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner;

(C)          any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Borrower (in such number of copies as shall be requested by Borrower) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrower), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit Borrower to determine the withholding or deduction required to be made; and

(D)          if a payment made to Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), Lender shall deliver to Borrower at the time or times prescribed by law and at such time or times reasonably requested by Borrower such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by Borrower as may be necessary for

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Borrower to comply with their obligations under FATCA and to determine that Lender has complied with Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.  Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(E)           Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify Borrower in writing of its legal inability to do so.

(f)            Treatment of Certain Refunds .  If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.7 (including by the payment of additional amounts pursuant to this Section 2.7 ), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.7 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund).  Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this Section 2.7(f)  (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority.  Notwithstanding anything to the contrary in this Section 2.7(f) , in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this Section 2.7(f)  the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.  This paragraph shall not be construed to require any indemnified party to make available its tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(g)           Survival .  Each party’s obligations under this Section 2.7 shall survive any assignment of rights by, or the replacement of, Lender, and the repayment, satisfaction or discharge of all obligations under any Loan Document.

Section 2.8             Loan Assignment

At the request of Borrower in connection with any full prepayment or repayment of the Loan in accordance with the terms of this Agreement and the other Loan Documents, Lender shall:  (i) assign one or more of the Mortgages to any new lender in connection with a refinance of the Loan in accordance with the terms of an assignment document prepared by counsel to Borrower and approved by Lender, which assignment documents shall be without representation or warranty by, or recourse to, Lender, provided that Lender shall represent that such assignment document has been duly authorized, executed and delivered and that Lender has not assigned or encumbered the Mortgages, (ii) deliver to or as directed by Borrower the original executed Note and all other original executed notes (or copies thereof if no such original executed note was

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delivered to Lender in connection with the closing of the Loan) which may have been consolidated, amended and/or restated in connection with the closing of the Loan or, with respect to any note the original of which had been delivered and endorsed to Lender and such original has been lost, destroyed or mutilated, a lost note affidavit (without indemnification) for the benefit of the assignee lender and the title insurance company insuring the applicable Mortgages, as assigned, in form sufficient to permit such title insurance company to insure the lien of the applicable Mortgages as assigned to and held by the assignee without exception for any matter relating to the lost, destroyed or mutilated note, (iii) execute and deliver an allonge with respect to the Note and, to the extent endorsed to Lender, any other note(s) as described in the preceding clause (ii)  above without recourse, covenant or warranty of any nature, express or implied (except as to the outstanding principal balance of the Loan and that Lender owns the Note free of any liens and encumbrances and has the authority to execute and deliver the allonge), (iv) deliver the original executed Mortgages or a certified copy of record, and (v) execute and deliver such other instruments of conveyance, assignment, termination, severance and release (including appropriate UCC-3 termination statements) in recordable form as may reasonably be requested by Borrower to evidence such assignment and/or severance.  All reasonable out-of-pocket costs and expenses incurred by Lender, including, without limitation, reasonable attorney’s fees, in connection with the foregoing shall be paid by Borrower; provided, however, Lender shall not charge any consent, processing, administrative, or similar fee in connection with any such assignment.

Section 2.9             Property Releases

Borrower may obtain the release of an Individual Property from the Lien of the Mortgage thereon (and related Loan Documents) and the release of Borrower’s obligations under the Loan Documents with respect to such Individual Property (other than those expressly stated to survive), upon the satisfaction of each of the following conditions:

(a)           No Event of Default shall then exist (other than a non-monetary Event of Default that is specific to the Individual Property being released pursuant to this Section 2.9 and which non-monetary Event of Default would be cured as a result of the release of the applicable Individual Property);

(b)           The amount of the outstanding principal balance of the Loan to be prepaid in accordance with the terms hereof shall equal or exceed the Release Price for the applicable Individual Property, and such prepayment shall be deemed a voluntary prepayment for all purposes hereunder;

(c)           Borrower shall provide Lender with at least thirty (30) days but no more than ninety (90) days prior written notice of its request to obtain a release of the Individual Property (the “ Release Date ”) (such notice being revocable or may be modified by Borrower on at least two (2) Business Days prior written notice to Lender provided Borrower pays all of Lender’s reasonable costs and expenses incurred in connection with the notice of intended release);

(d)           Borrower shall prepay the portion of the Note equal to the Release Price of the Individual Property being released (together with all (i) accrued and unpaid interest on the

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principal amount being prepaid, (ii) Breakage Costs, if applicable, (iii) Compensating Interest, if applicable and (iv) the applicable Spread Maintenance Premium (if any) pursuant to Section 2.6(a)  hereof) in accordance with the terms and conditions hereof. Such prepayment in the amount of the applicable Release Price (and any additional amounts prepaid pursuant to Section 2.9(f) hereof) shall, notwithstanding anything to the contrary contained herein, be applied (A) first, to reduce the Allocated Loan Amount of the Individual Property being released to zero and (B) second, pro-rata to reduce the Allocated Loan Amount of the remaining Individual Properties;

(e)           Borrower shall submit to Lender, not less than ten (10) Business Days prior to the Release Date, a release of Lien (and related Loan Documents) for such Individual Property for execution by Lender.  Such release shall be in a form appropriate in each State in which the Individual Property is located and that would be satisfactory to a prudent institutional lender and shall contain standard provisions, if any, protecting the rights of the releasing lender.  In addition, Borrower shall provide all other documentation Lender reasonably requires to be delivered by Borrower in connection with such release, together with a certification certifying that such documentation (i) is in compliance with all applicable Legal Requirements, (ii) will, following execution by Lender and recordation thereof, effect such releases in accordance with the terms of this Agreement, and (iii) will not impair or otherwise adversely affect the Liens, security interests and other rights of Lender under the Loan Documents not being released (or as to the parties to the Loan Documents and Properties subject to the Loan Documents not being released).  Lender shall deliver such executed release of Lien for such Individual Property to Borrower on or prior to the Release Date, or if requested by Borrower, to an escrow agent or title company designated by Borrower, to be held in escrow, at least three (3) Business Days prior to the Release Date;

(f)            After giving effect to such release, Lender shall have determined that the Debt Yield for the Properties then remaining subject to the Liens of the Mortgages shall be at least equal to the greater of (i) 10.53% and (ii) the Debt Yield for all of the then remaining Properties (including the Individual Property to be released) for the twelve (12) full calendar months immediately preceding the release of the Individual Property, provided that Borrower shall be permitted to make a prepayment of the Loan in accordance with the terms of Section 2.6 for the purpose of satisfying the Debt Yield requirement in this Section;

(g)           Lender shall have received payment of all Lender’s reasonable, out-of-pocket costs and expenses, including due diligence review costs and reasonable counsel fees and disbursements incurred in connection with the release of the Individual Property from the lien of the related Mortgage Instrument and the review and approval of the documents and information required to be delivered in connection therewith; provided , however , Borrower shall not be required to pay any consent, processing, administrative or similar fee in connection with any prepayment pursuant to this Section 2.9 ;

(h)           Borrower shall have delivered evidence satisfactory to Lender that (i) Senior Mezzanine Borrower has complied with all of the terms and conditions set forth in the Senior Mezzanine Loan Agreement with respect to a release of the security interest corresponding to the release requested pursuant to this Section and (ii) Senior Mezzanine Lender has delivered (or is simultaneously delivering) such release to Senior Mezzanine Borrower if applicable; and

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(i)            [Intentionally Omitted].

Notwithstanding anything in Section 2.6(a)  or this Section 2.9 to the contrary, (a) on or prior to the expiration of the Spread Maintenance Date, no Spread Maintenance Premium shall be payable under Section 2.6(a)  with respect to a release of an Individual Property pursuant to this Section 2.9 in the event and to the extent that the Allocated Loan Amount of such Individual Property to be released together with the Allocated Loan Amounts of all Individual Properties previously released and any other prepayments made pursuant to Sections 2.6(a)  or 2.9 is less than twenty-five percent (25%) of the original principal balance of the Loan (the “ Free Prepayment Amount ”); and (b) if the Loan is included in a REMIC Trust and the LTV Ratio exceeds or would exceed one hundred twenty five percent (125%) immediately after the release of the applicable Individual Property (such value to be determined, in Lender’s sole discretion, by any commercially reasonable method permitted to a REMIC Trust, based solely on the value of the real property excluding personal property and going concern value, if any; provided that Lender shall not require a re-appraisal or a broker’s opinion of value of the Properties if another commercially reasonable method of valuation of the real property permitted to a REMIC Trust is available to Lender at such time including an internally generated valuation), no release will be permitted unless (i) the principal balance of the Loan is prepaid by an amount not less than the greater of (A) the Release Price for the applicable Individual Property or (B) the least of one (1) of the following amounts:  (I) only if the released Individual Property is sold, the net proceeds of an arm’s length sale of the released Individual Property, to an unaffiliated Person, (II) the fair market value of the released Individual Property, at the time of the release, or (III) an amount such that the LTV Ratio immediately after the release of the applicable Individual Property is not greater than the LTV Ratio of the Properties immediately prior to such release, or (ii) Lender receives an opinion of counsel that the Securitization will not fail to maintain its status as a REMIC Trust as a result of the release.

ARTICLE 3

CONDITIONS PRECEDENT

Section 3.1             Conditions Precedent

The obligation of Lender to make the Loan hereunder is subject to the fulfillment by Borrower or waiver by Lender of all of the conditions precedent to closing set forth in the application or term sheet for the Loan delivered by Borrower to Lender and the commitment or commitment rider, if any, to the application for the Loan issued by Lender.  The making of the Loan shall be deemed Lender’s acknowledgement that all such conditions precedent have been satisfied or waived.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES

Borrower represents and warrants to Lender as of the Closing Date that:

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Section 4.1                                    Organization

Borrower (a) has been duly organized and is validly existing and in good standing with requisite power and authority to own its properties and to transact the businesses in which it is now engaged, (b) is duly qualified to do business and is in good standing in each jurisdiction where it is required to be so qualified in connection with its properties, businesses and operations, (c) possesses all rights, licenses, permits and authorizations, governmental or otherwise, necessary to entitle it to own its properties and to transact the businesses in which it is now engaged, and the sole business of Borrower is the ownership, management and operation of the Properties, and (d) has full power, authority and legal right to mortgage, grant, bargain, sell, pledge, assign, warrant, transfer and convey the Properties pursuant to the terms of the Loan Documents, and has full power, authority and legal right to keep and observe all of the terms of the Loan Documents to which it is a party.  Borrower represents and warrants that the chart attached hereto as Exhibit A sets forth an accurate listing of the direct and indirect owners of the equity interests in Borrower, each SPE Component Entity (if any) and each Guarantor (when not an individual).

Section 4.2                                    Status of Borrower

Borrower’s exact legal name is correctly set forth on the first page of this Agreement, on the Mortgages and on any UCC-1 Financing Statements filed in connection with the Loan.  Borrower is an organization of the type specified on Schedule I .  Each Borrower is incorporated in or organized under the laws of the State as set forth on Schedule I .  Borrower’s principal place of business and chief executive office, and the place where Borrower keeps its books and records, including recorded data of any kind or nature, regardless of the medium of recording, including software, writings, plans, specifications and schematics, has been for the preceding four months (or, if less, the entire period of the existence of Borrower) the address of Borrower set forth on the first page of this Agreement.  Borrower’s organizational identification number, if any, assigned by the state of incorporation or organization is correctly set forth on the first page of the Note.

Section 4.3                                    Validity of Documents

Borrower has taken all necessary action to authorize the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party.  This Agreement and such other Loan Documents have been duly executed and delivered by or on behalf of Borrower and constitute the legal, valid and binding obligations of Borrower enforceable against Borrower in accordance with their respective terms, subject only to applicable bankruptcy, insolvency and similar laws affecting rights of creditors generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Section 4.4                                    No Conflicts

The execution, delivery and performance of this Agreement and the other Loan Documents by Borrower will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance (other than pursuant to the Loan Documents) upon any of the property or assets of Borrower pursuant to the terms of any agreement or instrument to which Borrower is a

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party or by which any of Borrower’s property or assets is subject, nor will such action result in any violation of the provisions of any statute or any order, rule or regulation of any Governmental Authority having jurisdiction over Borrower or any of Borrower’s properties or assets, in each case which would reasonably be expected to have or does have a Material Adverse Effect, and any consent, approval, authorization, order, registration or qualification of or with any Governmental Authority required for the execution, delivery and performance by Borrower of this Agreement or any of the other Loan Documents has been obtained and is in full force and effect.

Section 4.5                                    Litigation

There are no actions, suits or proceedings at law or in equity by or before any Governmental Authority, arbitral body or other agency now pending or, to Borrower’s knowledge, threatened against or affecting Borrower, any Guarantor, Operating Lessee or any Individual Property, which actions, suits or proceedings, if determined against Borrower, any Guarantor, Operating Lessee or any Individual Property, in each case which would reasonably be expected to have or does have a Material Adverse Effect.

Section 4.6                                    Agreements

Borrower is not a party to any agreement or instrument or subject to any restriction which would reasonably be expected to have or does have a Material Adverse Effect.  Borrower is not in default in any material respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which it is a party or by which Borrower or any Individual Property is bound, which would reasonably be expected to have a Material Adverse Effect.  Borrower has no material financial obligation under any agreement or instrument to which Borrower is a party or by which Borrower or any Individual Property is otherwise bound, other than (a) obligations incurred in connection with any Permitted Debt, (b) obligations under the Loan Documents (c) obligations which have been disclosed to Lender in writing and/or (d) Permitted Encumbrances.

Section 4.7                                    Solvency

Borrower has (a) not entered into the transaction or executed the Note, this Agreement or any other Loan Documents with the actual intent to hinder, delay or defraud any creditor and (b) received reasonably equivalent value in exchange for their obligations under such Loan Documents.  Giving effect to the Loan, the fair saleable value of the assets of Borrower exceeds and will, immediately following the making of the Loan, exceed the total liabilities of Borrower, including, without limitation, subordinated, unliquidated, disputed and contingent liabilities.  No petition in bankruptcy has been filed against Borrower, any Guarantor, any SPE Component Entity (if any) or Affiliated Manager in the last ten (10) years, and neither Borrower nor any Guarantor, any SPE Component Entity (if any) or Affiliated Manager in the last ten (10) years has made an assignment for the benefit of creditors or taken advantage of any Creditors Rights Laws.  Neither Borrower nor any Guarantor, any SPE Component Entity (if any) or Affiliated Manager is contemplating either the filing of a petition by it under any Creditors Rights Laws or the liquidation of all or a major portion of Borrower’s assets or property, and Borrower has no

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knowledge of any Person contemplating the filing of any such petition against Borrower or any Guarantor, any SPE Component Entity (if any) or Affiliated Manager.

Section 4.8                                    Full and Accurate Disclosure

No statement of fact made by or on behalf of Borrower in this Agreement or in any of the other Loan Documents or in any other document or certificate delivered by or on behalf of Borrower contains any untrue statement of a material fact or omits to state any material fact, to Borrower’s knowledge, necessary to make statements contained herein or therein not misleading.  There is no material fact presently known to Borrower which has not been disclosed which would reasonably be expected to have or does have a Material Adverse Effect.

Section 4.9                                    No Plan Assets

Neither Borrower nor Operating Lessee is an employee benefit plan, as defined in Section 3(3) of ERISA, subject to Title I of ERISA and none of the assets of Borrower or Operating Lessee constitute or will constitute “plan assets” of one or more such plans within the meaning of 29 C.F.R. Section 2510.3-101.  Neither Borrower nor Operating Lessee is a governmental plan within the meaning of Section 3(32) of ERISA Transactions by or with Borrower or Operating Lessee are not subject to state statutes regulating investment of, and fiduciary obligations with respect to, governmental plans similar to the provisions of Section 406 of ERISA or Section 4975 of the Internal Revenue Code currently in effect, which prohibit or otherwise restrict the transactions contemplated by this Agreement.  With respect to any multiemployer plan to which Borrower or Operating Lessee or any entity that is under common control with Borrower or Operating Lessee within the meaning of ERISA Section 4001(a)(14) is or has been obligated to contribute, neither Borrower nor any such entity has incurred any material liability under ERISA Section 515 of ERISA or Title IV of ERISA which is or remains unsatisfied .

Section 4.10                             Not a Foreign Person

Borrower is not a foreign corporation, foreign partnership, foreign trust, foreign estate or nonresident alien or a disregarded entity owned by any of them (as those terms are defined in the Internal Revenue Code), and if requested by Lender, Borrower will so certify (or in the case of a disregarded entity, its owner will certify) to Lender or a person designated by Lender under penalties of perjury to the accuracy of this representation, and will provide in such certification such additional information as Lender may reasonably request related thereto.

Section 4.11                             Enforceability

The Loan Documents are not subject to any right of rescission, set-off, counterclaim or defense by Borrower, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable, and Borrower has not asserted any right of rescission, set-off, counterclaim or defense with respect thereto.  No Default or Event of Default exists under or with respect to any Loan Document.

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Section 4.12                             Business Purposes

The Loan is solely for the business purpose of Borrower, and is not for personal, family, household, or agricultural purposes.

Section 4.13                             Compliance

Except as expressly disclosed in a Zoning Report, a Property Condition Report and/or an Environmental Report, Borrower and each Individual Property, and the use and operation thereof, comply in all material respects with all Legal Requirements, including, without limitation, building and zoning ordinances and codes and the Americans with Disabilities Act.  Borrower is not in default or violation of any order, writ, injunction, decree or demand of any Governmental Authority which would reasonably be expected to have a Material Adverse Effect, and Borrower has received no written notice of any such default or violation.  There has not been committed by Borrower or, to Borrower’s knowledge, any other Person in occupancy of or involved with the operation or use of any Individual Property any act or omission affording any Governmental Authority the right of forfeiture as against such Individual Property or any part thereof or any monies paid in performance of Borrower’s obligations under any of the Loan Documents.

Section 4.14                             Financial Information

All financial data, including, without limitation, the balance sheets, statements of cash flow, statements of income and operating expense and rent rolls, that have been delivered to Lender in respect of Borrower, any Guarantor and/or each Individual Property (a) are true, complete and correct in all material respects, (b) accurately represent the financial condition of Borrower, Guarantor or the Properties, as applicable, as of the date of such reports in all material respects, and (c) to the extent prepared or audited by an independent certified public accounting firm, have been prepared in accordance with GAAP throughout the periods covered, except as disclosed therein.  Borrower does not have any contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments that are known to Borrower, except as referred to or reflected in said financial statements.  Since the date of such financial statements, there has been no change in the financial condition, operations or business of Borrower or Guarantor from that set forth in said financial statements which would reasonably be expected to have or has had a Material Adverse Effect.

Section 4.15                             Condemnation

No Condemnation or other proceeding has been commenced or, to Borrower’s actual knowledge, is threatened or contemplated with respect to all or any portion of the Properties or for the relocation of roadways providing access to any Individual Property.

Section 4.16                             Utilities and Public Access; Parking

Each Individual Property is (i) located on or adjacent to a public road and has access to such road directly, or has access via an irrevocable perpetual easement or right of way permitting ingress and egress to and from a public road and (ii) served by water, sewer, sanitary sewer and storm drain facilities adequate to service such Individual Property for full utilization of such Individual Property for its intended uses.  Except as expressly set forth on a Survey, all public utilities necessary to the full use and enjoyment of each Individual Property as currently used and enjoyed are located either in the public right-of-way abutting such Individual Property (which

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are connected so as to serve the Individual Property without passing over other property) or in recorded easements serving the Individual Property.  Except as expressly set forth on a Survey, all roads necessary for the use of each Individual Property for its current purposes have been completed and dedicated to public use and accepted by all Governmental Authorities.  Except as expressly set forth in a Zoning Report, each Individual Property has, or is served by, parking to the extent required to comply with all Legal Requirements.

Section 4.17                             Separate Lots

Each Individual Property is assessed for real estate tax purposes as one or more wholly independent tax lot or lots, separate from any adjoining land or improvements not constituting a part of such lot or lots, and no other land or improvements is assessed and taxed together with such Individual Property or any portion thereof.

Section 4.18                             Assessments

To Borrower’s knowledge, there are no pending or proposed special or other assessments for public improvements or otherwise affecting any Individual Property, nor are there any contemplated improvements to such Individual Property that may result in such special or other assessments.

Section 4.19                             Insurance

Borrower has obtained and has delivered to Lender certified copies of all Policies or, to the extent such Policies are not available as of the Closing Date, certificates of insurance with respect to all such Policies reflecting the insurance coverages, amounts and other requirements set forth in this Agreement.  To Borrower’s knowledge, no Person, including Borrower, has done, by act or omission, anything which would impair the coverage of any of the Policies.

Section 4.20                             Use of Property

Each Individual Property is used exclusively for hotel purposes and other appurtenant and related uses.

Section 4.21                             Certificate of Occupancy; Licenses

All material certifications, permits, licenses and approvals, including, without limitation, certificates of completion or occupancy and any applicable liquor license required for the legal use, occupancy and operation of each Individual Property for the purpose intended herein, have been obtained and are valid and in full force and effect.  Borrower shall keep and maintain (or cause to be kept and maintained) all licenses necessary for the operation of each Individual Property for the purpose intended herein.  The use being made of each Individual Property is in conformity with the final certificate of occupancy (or compliance, if applicable) and any other permits or licenses issued for such Individual Property.

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Section 4.22                             Flood Zone

None of the Improvements on any Individual Property are located in an area identified by the Federal Emergency Management Agency as an area having special flood hazards, or, if any portion of the Improvements is located within such area, Borrower has obtained the insurance prescribed in Section 8.1(a)  hereof.

Section 4.23                             Physical Condition

Except as set forth in the Property Condition Report, to Borrower’s knowledge after due inquiry, the Properties, including, without limitation, all buildings, improvements, parking facilities, sidewalks, storm drainage systems, roofs, plumbing systems, HVAC systems, fire protection systems, electrical systems, equipment, elevators, exterior sidings and doors, landscaping, irrigation systems and all structural components, are in good condition, order and repair in all material respects (ordinary wear and tear excepted).  Except as set forth in the Property Condition Report, to Borrower’s knowledge after due inquiry, there exists no structural or other material defects or damages in any Individual Property, as a result of a Casualty or otherwise, and whether latent or otherwise.  Borrower has not received written notice from any insurance company or bonding company of any defects or inadequacies in any Individual Property, or any part thereof, which would adversely affect the insurability of the same or cause the imposition of extraordinary premiums or charges thereon or of any termination or threatened termination of any policy of insurance or bond.

Section 4.24                             Boundaries

(a)                                  To Borrower’s knowledge and in reliance on, and except as otherwise specifically disclosed on a Survey, none of the Improvements which were included in determining the appraised value of the any Individual Property lie outside the boundaries and building restriction lines of such Individual Property to any material extent, and (b) no improvements on adjoining properties encroach upon the such Individual Property and no easements or other encumbrances upon such Individual Property encroach upon any of the Improvements so as to have a Material Adverse Effect.

Section 4.25                             Leases

Borrower represents and warrants to Lender that the Property is not subject to any Major Leases as of the Closing Date.

Section 4.26                             Filing and Recording Taxes

All mortgage, mortgage recording, stamp, intangible or other similar tax required to be paid by any Person under applicable Legal Requirements currently in effect in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Documents, including, without limitation, the Mortgages, have been paid or will be paid by Borrower.

Section 4.27                             Management Agreement

The Management Agreement is in full force and effect and there is no default thereunder by any party thereto and , to Borrower’s knowledge, no event has occurred that, with the passage

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of time and/or the giving of notice would constitute a default thereunder.  No management fees (which are due and payable) under the Management Agreement are accrued and unpaid. Neither Borrower nor Operating Lessee are obligated to pay any key money to any Franchisor or Manager under any Franchise Agreement or Management Agreement.

Section 4.28                             Illegal Activity

No portion of the Properties have been or will be purchased, improved, equipped or fixtured with proceeds of any illegal activity, and no part of the proceeds of the Loan will be used in connection with any illegal activity.

Section 4.29                             Construction Expenses

All costs and expenses of any and all labor, materials, supplies and equipment used in the construction maintenance or repair of the Improvements (which are currently due and payable) have been paid in full.  To Borrower’s knowledge, there are no claims for payment for work, labor or materials affecting the Properties which are or may become a lien prior to, or of equal priority with, the Liens created by the Loan Documents.

Section 4.30                             Personal Property

Borrower has paid in full for, and is the owner of, all Personal Property (other than Tenants’ property) used in connection with the operation of the Properties, free and clear of any and all security interests, liens or encumbrances, except for Permitted Encumbrances and the Lien and security interest created by the Loan Documents.

Section 4.31                             Taxes

Borrower has filed all federal, state, county, municipal, and city income, personal property and other tax returns required to have been filed by it and has paid all taxes and related liabilities which have become due pursuant to such returns or pursuant to any assessments received by it.  Borrower does not know of any basis for any additional assessment in respect of any such taxes and related liabilities for prior years.

Section 4.32                             Title

Borrower has good, marketable and insurable fee simple title with respect to each Individual Property, free and clear of all Liens whatsoever except the Permitted Encumbrances.  None of the Permitted Encumbrances, individually or in the aggregate, would reasonably be expected to have nor does have a Material Adverse Effect.  The Mortgages, when properly recorded in the appropriate records, together with any Uniform Commercial Code financing statements required to be filed in connection therewith, will create (a) a valid, perfected first priority lien on the Properties, subject only to Permitted Encumbrances and (b) perfected security interests in and to, and perfected collateral assignments of, all personalty owned by Borrower (including the Leases), all in accordance with the terms hereof, in each case subject only to Permitted Encumbrances.

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Section 4.33                             Federal Reserve Regulations

No part of the proceeds of the Loan will be used for the purpose of purchasing or acquiring any “margin stock” within the meaning of Regulation U of the Board of Governors of the Federal Reserve System or for any other purpose which would be inconsistent with such Regulation U or any other Regulations of such Board of Governors, or for any purposes prohibited by Legal Requirements or prohibited by the terms and conditions of this Agreement or the other Loan Documents.

Section 4.34                             Investment Company Act

Borrower is not (a) an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or (b) subject to any other federal or state law or regulation which purports to restrict or regulate its ability to borrow money.

Section 4.35                             Reciprocal Easement Agreements

(a)                                  To Borrower’s knowledge, neither Borrower, nor any other party is currently in default (nor has any notice been given or received with respect to an alleged or current default) under any of the terms and conditions of the REA, and the REA remains unmodified and in full force and effect;

(b)                                  To Borrower’s knowledge, all easements granted pursuant to the REA which were to have survived the site preparation and completion of construction (to the extent that the same has been completed), remain in full force and effect and have not been released, terminated, extinguished or discharged by agreement or otherwise;

(c)                                   To Borrower’s knowledge, all sums due and owing by Borrower to the other parties to the REA (or by the other parties to the REA to Borrower) pursuant to the terms of the REA, including without limitation, all sums, charges, fees, assessments, costs, and expenses in connection with any taxes, site preparation and construction, non-shareholder contributions, and common area and other property management activities have been paid, are current, and no lien has attached on any Individual Property (or threat thereof been made) for failure to pay any of the foregoing; and

(d)                                  To Borrower’s knowledge, the terms, conditions, covenants, uses and restrictions contained in the REA do not conflict in any manner with any terms, conditions, covenants, uses and restrictions contained in any Major Lease or in any agreement between Borrower and occupant of any peripheral parcel, including without limitation, conditions and restrictions with respect to kiosk placement, tenant restrictions (type, location or exclusivity), sale of certain goods or services, and/or other use restrictions.

Section 4.36                             No Change in Facts or Circumstances; Disclosure

All information submitted by Borrower or its agents to Lender and in all financial statements, rent rolls, reports, certificates and other documents submitted in connection with the Loan or in satisfaction of the terms thereof and all statements of fact made by Borrower in this Agreement or in any other Loan Document, are accurate, complete and correct in all material respects.  There has been no material adverse change in any condition, fact, circumstance or

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event that would make any such information inaccurate, incomplete or otherwise misleading in any material respect or that otherwise would reasonably expected to have or does have a Material Adverse Effect.  Borrower has disclosed to Lender all material facts and has not failed to disclose any material fact that could cause any representation or warranty made herein to be materially misleading.

Section 4.37                             Intellectual Property

To Borrower’s knowledge, all trademarks, trade names and service marks necessary to the business of Borrower as presently conducted or as Borrower contemplates conducting its business are in good standing and uncontested.  To Borrower’s knowledge, Borrower has not infringed, is not infringing, and has not received written notice of infringement with respect to asserted trademarks, trade names and service marks of others.  To Borrower’s knowledge, there is no infringement by others of trademarks, trade names and service marks of Borrower.

Section 4.38                             Compliance with Prescribed Laws

None of Borrower or any Person who Controls Borrower currently is identified by the Office of Foreign Assets Control, Department of the Treasury (“ OFAC ”) or otherwise qualifies as a Embargoed Person, and Borrower has implemented procedures to ensure that no Person who now or hereafter owns a direct or indirect equity interest in Borrower is an Embargoed Person or is Controlled by an Embargoed Person.  Borrower is not in violation of any Prescribed Laws.

Section 4.39                             Brokers and Financial Advisors

Borrower has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement other than Lismore Capital, whose fees shall be paid in full by Borrower on or prior to the date hereof.

Section 4.40                             Franchise Agreements

The Franchise Agreements are in full force and effect and there is no default thereunder by any party thereto and no circumstance, condition or event has occurred that, with the passage of time and/or giving of notice, would constitute a default thereunder or entitle Franchisor to terminate any Franchise Agreement.  All franchise fees, reservation fees, royalties, marketing fees and other sums and payable due under the Franchise Agreements have been paid in full or are current.  A true, correct and complete copy of the Franchise Agreements, together with all amendments and ancillary agreements or side letters related thereto, have been delivered to Lender.  The Loan, and the encumbrance of the Properties as security for the Loan, will not cause Borrower to violate any financial covenants contained in any Franchise Agreement.

Section 4.41                             PIPS

Other than the Scheduled PIP, there are no PIPs affecting any Individual Property as of the Closing Date.

Section 4.42                             [Intentionally Omitted]

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Section 4.43                             Labor Matters

There are no collective bargaining agreements or similar agreement to which Borrower or Operating Lessee is a party.

Section 4.44                             Condominium Representations

Borrower represents and warrants that to the best of Borrower’s knowledge (a) the Condominium Documents are in full force and effect; (b) all amounts due and payable by Borrower under the Condominium Documents have been paid; (c) there is no existing material default or breach of any covenant or condition on the part of Borrower or any other Person under any Condominium Document; (d) no other party to any of the Condominium Documents has any defense, set-off or counterclaim against Borrower or Operating Lessee; and (e) there are no amendments of or modifications to any Condominium Documents except as disclosed in writing to Lender.

Section 4.45                             [Intentionally Omitted]

Section 4.46                             Operating Lease Representations.

(a)                                  (i) The Operating Leases are in full force and effect, (ii) there are no defaults under the Operating Leases by Borrower or Operating Lessee, and no event has occurred which but for the passage of time, or notice, or both would constitute a default under the Operating Leases, (iii) all rents, additional rents and other sums due and payable under the Operating Leases have been paid current and (iv) neither tenant nor the landlord under the Operating Leases has commenced any action or given or received any notice for the purpose of terminating the Operating Leases;

(b)                                  Borrower’s interest in the Operating Leases is not subject to any Liens superior to, or of equal priority with, the Mortgages; and

(c)                                   Borrower has delivered to Lender a true, correct and complete copy of the Operating Leases.

Section 4.47                             Survival

Borrower agrees that, unless expressly provided otherwise, all of the representations and warranties of Borrower set forth in this Article 4 and elsewhere in this Agreement and in the other Loan Documents shall be deemed given and made as of the date hereof and shall survive for so long as any portion of the Debt remains owing to Lender.  All representations, warranties, covenants and agreements made in this Agreement or in the other Loan Documents by Borrower shall be deemed to have been relied upon by Lender notwithstanding any investigation heretofore or hereafter made by Lender or on its behalf.

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ARTICLE 5

BORROWER COVENANTS

From the date hereof and until repayment of the Debt in full and performance in full of all obligations of Borrower under the Loan Documents or the earlier release of the Liens of the Mortgages (and all related obligations) in accordance with the terms of this Agreement and the other Loan Documents, Borrower hereby covenants and agrees with Lender that:

Section 5.1                                    Existence; Compliance with Requirements

(a)                                  Borrower shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence and all of its material rights, licenses, permits and franchises and comply with all applicable material Legal Requirements.  Borrower shall not commit, permit or suffer to exist any act or omission affording any Governmental Authority the right of forfeiture as against any Individual Property or any part thereof or any monies paid in performance of Borrower’s obligations under any of the Loan Documents.  Borrower shall at all times maintain, preserve and protect all franchises and trade names used in connection with the operation of the Properties.

(b)                                  After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the Legal Requirements affecting an Individual Property, provided that (i) no Event of Default has occurred and is continuing; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower or any Individual Property is subject and shall not constitute a default thereunder; (iii) neither the Properties, any part thereof or interest therein nor Borrower shall be affected in any material adverse way as a result of such proceeding; (iv) non-compliance with the Legal Requirements shall not impose civil or criminal liability on Borrower or Lender; (v) Borrower shall have furnished the security as may be required in the proceeding, or required by Lender if no such security has been furnished in the proceeding, to ensure compliance by Borrower with the Legal Requirements; and (vi) Borrower shall have furnished to Lender all other items reasonably requested by Lender in connection therewith.

Section 5.2                                    Maintenance and Use of Property

Borrower shall cause the Properties to be maintained in a good, safe and insurable condition and in compliance with all applicable Legal Requirements, and shall promptly make all (and shall promptly make or cause each Condominium Board (if it is the responsibility of the Condominium Board pursuant to the Condominium Documents)) repairs to the Properties, above grade and below grade, interior and exterior, structural and nonstructural, ordinary and extraordinary, unforeseen and foreseen except where the failure to so comply would not reasonably be expected to have and does not have a Material Adverse Effect.  All repairs made by Borrower shall be made in a good and workmanlike manner, shall be equal or better in quality and class to the original work and shall comply with all applicable Legal Requirements and insurance requirements.  The Improvements and the Personal Property shall not be removed, demolished or other than in accordance with the provisions of Section 5.21 , materially altered

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(except for normal replacement of the Personal Property) without the prior written consent of Lender , which consent shall not be unreasonably withheld, conditioned or delayed.  If under applicable zoning provisions the use of all or any portion of any Individual Property is or shall become a nonconforming use, Borrower will not cause or permit the nonconforming use to be discontinued or the nonconforming Improvement to be abandoned without the express prior written consent of Lender.

Section 5.3                                    Waste

Borrower shall not commit or suffer any physical waste of the Properties or make any change in the use of the Properties which will in any way materially increase the risk of fire or other hazard arising out of the operation of any Individual Property, or take any action that would reasonably be expected to invalidate or give cause for cancellation of any Policy, or do or permit to be done thereon anything that would reasonably be expected to in any way impair the value of any Individual Property or the security for the Loan.  Borrower will not, without the prior written consent of Lender, permit any drilling or exploration for or extraction, removal, or production of any minerals from the surface or the subsurface of any Individual Property, regardless of the depth thereof or the method of mining or extraction thereof.

Section 5.4                                    Taxes and Other Charges

(a)                                  Borrower shall pay all Property Taxes and Other Charges now or hereafter levied or assessed or imposed against the Properties or any part thereof as the same become due and payable; provided , however , Borrower’s obligation to directly pay Property Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 9.4 hereof.  Borrower shall furnish to Lender receipts for the payment of the Property Taxes and the Other Charges at least five (5) days prior to the date the same shall become delinquent ( provided , however , that Borrower is not required to furnish such receipts for payment of Property Taxes in the event that such Property Taxes have been paid by Lender pursuant to Section 9.4 hereof).  Subject to the terms of Section 5.4(b)  hereof, Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against any Individual Property, and shall promptly pay for all utility services provided to the Properties.  If Borrower shall fail to pay any Property Taxes or Other Charges in accordance with this Section 5.4 and is not contesting or causing a contesting of such Property Taxes or Other Charges in accordance with Section 5.4(b)  below, or if there are insufficient funds in the Tax and Insurance Reserve Account to pay any Property Taxes or Other Charges, Lender shall have the right, but shall not be obligated, to pay such Property Taxes or Other Charges, and Borrower shall repay to Lender, on demand, any amount paid by Lender, with interest thereon at the Default Rate from the date of the advance thereof to the date of repayment, and such amount shall constitute a portion of the Debt secured by the Mortgage.

(b)                                  After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Property Taxes or Other Charges, provided that (i) no Event of Default is continuing; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall

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be conducted in accordance with all applicable Legal Requirements; (iii) neither the Properties nor any part thereof or direct or indirect interest therein will be in danger of being sold, forfeited, terminated, canceled or lost; (iv) Borrower shall promptly upon final determination thereof pay the amount of any such Property Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of such contested Property Taxes or Other Charges from each Individual Property; (vi) Borrower shall furnish such security as may be required in the proceeding, or if no such security has been furnished in the proceeding, Borrower shall furnish such reserve deposits as may be requested by Lender, to ensure the payment of any such Property Taxes or Other Charges, together with all interest and penalties thereon (unless Borrower has paid all of the Property Taxes or Other Charges under protest); (vii) failure to pay such Property Taxes or Other Charges will not subject Borrower or Lender to any civil or criminal liability; (viii) such contest is not reasonably expected to have and does not have a Material Adverse Effect; and (ix) Borrower shall, upon request by Lender, give Lender prompt notice of the status of such proceedings and/or confirmation of the continuing satisfaction of the conditions set forth in clauses (i)  through (viii)  of this Section 5.4(b) .  Lender may pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, the entitlement of such claimant is established or any Individual Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, canceled or lost or there shall be any danger of the Liens of the Mortgages being primed by any related Lien.

(c)                                   Each Loan Party will timely file all U.S. federal, state, and other material tax returns required to be filed by it and will timely pay all Taxes shown on such returns or any assessments received by it and all other material Taxes (other than any Property Taxes, which shall be governed by Section 5.4(a)  and (b) ).

Section 5.5                                    Litigation

Borrower shall give prompt written notice to Lender of any litigation or governmental proceedings pending or threatened in writing against any of Borrower, Guarantor or any Individual Property which would reasonably be expected to have or does have a Material Adverse Effect.

Section 5.6                                    Access to Properties

Borrower shall permit agents, representatives and employees of Lender to inspect each Individual Property or any part thereof during normal business hours on Business Days upon reasonable advance notice (which may be given telephonically or by e-mail), subject to Borrower’s usual and customary safety requirements and accompanied by a representative of Borrower.

Section 5.7                                    Notice of Default

Borrower shall promptly advise Lender (a) of any event or condition that would reasonably be expected to have or does have a Material Adverse Effect of which Borrower has knowledge, and (b) of the occurrence of any Default or Event of Default of which Borrower has knowledge.

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Section 5.8                                    Cooperate in Legal Proceedings

Borrower shall at Borrower’s expense cooperate fully with Lender with respect to any proceedings before any court, board or other Governmental Authority which would reasonably be expected to have, or does have, a Material Adverse Effect and, in connection therewith, permit Lender, at its election, to participate in any such proceedings, other than those proceedings where Borrower and Lender are adverse parties.

Section 5.9                                    Performance by Borrower

Borrower shall in a timely manner observe, perform and fulfill each and every covenant, term and provision to be observed and performed by Borrower under this Agreement and the other Loan Documents and any other agreement or instrument affecting or pertaining to each Individual Property and any amendments, modifications or changes thereto (except to the extent waived by the counterparty thereto, provided that such action or failure to act by Borrower does not otherwise require Lender’s consent under the Loan Documents).

Section 5.10                             Awards; Insurance Proceeds

Borrower shall cooperate with Lender in obtaining for Lender (to the extent that this Agreement provides for such Awards or Insurance Proceeds to be paid to Lender) the benefits of any Awards or Insurance Proceeds lawfully or equitably payable in connection with the Properties, and Lender shall be reimbursed for any expenses incurred in connection therewith (including reasonable, actual attorneys’ fees and disbursements, the cost of any Restoration Consultant and the payment by Borrower of the expense of an appraisal on behalf of Lender in case of a Casualty or Condemnation affecting any Individual Property or any part thereof) out of such Awards or Insurance Proceeds.

Section 5.11                             Financial Reporting

(a)                                  Borrower shall keep adequate books and records of account on an accrual basis and in all material respects accordance with the Uniform System of Accounts, consistently applied and shall furnish to Lender:

(i)                                      intentionally omitted;

(ii)                                   monthly and quarterly, including year-to-date, annual and trailing twelve (12) months operating statements of the Properties, prepared and certified by Borrower in a form approved by Lender, detailing Gross Revenues received, Operating Expenses incurred, the net operating income before and after Debt Service and Capital Expenditures and containing occupancy, average daily room, and revenue per available room statistics as well as such other information as is necessary and sufficient to fairly represent the financial position and results of operation of the Properties, within twenty (20) days after the end of each calendar month and quarter; provided, however, monthly and quarterly operating statements for the period ending on December 31 shall be delivered pursuant to clause (iv) below;

(iii)                                the most current Smith Travel Research Reports then available (or if not available, any successor thereto) to Borrower reflecting market penetration and relevant

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hotel properties competing with the Properties, within thirty (30) days after the end of each calendar month;

(iv)                               annual balance sheet, profit and loss statement, statement of cash flows, and statement of change in financial position of Borrower and Guarantor, which are (a) with respect to Borrower, prepared and certified by Borrower and (b) with respect to Guarantor, (I) prepared and certified by Guarantor and (II) unless Guarantor is a Publicly Traded Company, audited by an Acceptable Accountant, in each case, within ninety (90) days after the close of each fiscal year of Borrower and Guarantor, as the case may be; provided, however, Guarantor’s obligations under this Section 5.11(a)(iv)  shall be deemed satisfied for so long as (1) Guarantor’s financial statements are consolidated with the financial statements of an Affiliate in accordance with GAAP and (2) on or before the dates required hereunder, Borrower delivers to Lender all financial statements of such Affiliate, including, without limitation, those required pursuant to the Exchange Act, the Sarbanes-Oxley Act of 2002 and the listing requirements of any applicable stock exchange;

(v)                                  an Annual Budget not later than thirty (30) days prior to the commencement of each fiscal year of Borrower, which shall be subject to the reasonable approval of Lender (to the extent that Borrower or Operating Lessee has an approval right over the Annual Budget pursuant to the terms of the applicable Management Agreement), along with any amendments or modifications thereto.  In the event that Lender objects to a proposed Annual Budget submitted by Borrower, Lender shall advise Borrower of such objections within fifteen (15) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower or Operating Lessee shall promptly cause the revision of such Annual Budget and resubmit the same to Lender.  Lender shall advise Borrower of any objections to such revised Annual Budget within ten (10) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower or Operating Lessee shall promptly cause the revision of the same in accordance with the process described in this subsection until Lender approves the Annual Budget.  Until such time that Lender approves a proposed Annual Budget, which approval shall not be unreasonably withheld, conditioned or delayed, the most recent Annual Budget shall apply; provided that, such approved Annual Budget shall be adjusted to reflect (A) actual increases in Property Taxes, Insurance Premiums, utilities expenses and expenses under the Management Agreement and (B) up to five percent (5%) increases in any budgeted line items provided such increases do not exceed a five percent (5%) increase in the Annual Budget in the aggregate; and

(vi)                               a quarterly calculation of the Debt Yield for the immediately preceding twelve (12) months as of the last day of such quarter, prepared and certified by Borrower, within thirty (30) days of the end of the quarter.

(b)                                  Borrower shall furnish Lender such other additional financial or management information as may, from time to time, be reasonably required by Lender in form and substance satisfactory to Lender (including, without limitation, any financial reports required to be delivered by any Tenant or any guarantor of any Major Lease pursuant to the terms of such Major Lease or otherwise in Borrower’s possession), and shall furnish to Lender and its agents convenient facilities for the examination and audit of any such books and records.

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(c)                                   All items requiring the certification of Borrower pursuant to this Section 5.11 shall, except where Borrower is an individual, require a certificate executed by an authorized officer of Borrower or the general partner or managing member of Borrower, as applicable, and shall contain a statement by Borrower as to whether there exists, to Borrower’s knowledge, an Event of Default under the Loan Documents, and if an Event of Default exists, the nature thereof, the period of time it has existed and the action then being taken to remedy the same.

Section 5.12                             Estoppel Statement

(a)                                  After request by Lender, Borrower shall within ten (10) Business Days furnish Lender or any proposed assignee of the Loan with a statement, duly acknowledged and certified, setting forth (i) the original principal amount of the Loan, (ii) the rate of interest on the Loan, (iii) the unpaid principal amount of the Loan, (iv) the date installments of interest and/or principal were last paid, (v) the Maturity Date, (vi) offsets or defenses to the payment of the Debt, if any, and (vii) that the Note, this Agreement, the Mortgage and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification.

(b)                                  Borrower shall use commercially reasonable efforts to deliver to Lender, consistent with the terms of the Major Leases but not more than twice in any twelve (12) month period (so long as no Event of Default is then continuing), promptly upon request, duly executed estoppel certificates from any one or more Tenants as required by Lender attesting to such facts regarding the related Major Lease as Lender may require, including, but not limited to attestations that each Major Lease covered thereby is in full force and effect with no defaults thereunder on the part of any party, that none of the Rents have been paid more than one month in advance, except as security, and that the Tenant claims no defense or offset against the full and timely performance of its obligations under the Major Lease.

(c)                                   [Intentionally Omitted].

(d)                                  Borrower shall, upon request of Lender, use commercially reasonable efforts to deliver an estoppel certificate from each Franchisor stating (i) whether the applicable Franchise Agreement is in full force and effect and has been modified, amended or assigned, (ii) whether the Franchisor or Operating Lessee or Borrower is in default under any of the terms, covenants or provisions of the Franchise Agreement and whether the Franchisor know of any event which, but for the passage of time or the giving of notice or both, would constitute a default under the Franchise Agreement, (iii) whether Franchisor or Operating Lessee or Borrower has commenced any action or given or received any notice for the purpose of terminating the Franchise Agreement and (iv) whether all sums due and payable to Franchisor under the Franchise Agreement have been paid in full.

(e)                                   Within ten (10) Business Days of request by Lender, Borrower shall furnish Lender, an estoppel certificate from Operating Lessee in form and substance reasonably satisfactory to Lender.

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Section 5.13                             Leasing Matters

(a)                                  Borrower or Operating Lessee may enter into a proposed Lease (including the renewal or extension of an existing Lease (a “ Renewal Lease ”)) that is not a Major Lease without the prior written consent of Lender, provided such proposed Lease or Renewal Lease (i) provides for rental rates and terms comparable to existing local market rates and terms (taking into account the type and quality of the tenant) as of the date such Lease is executed by Borrower or Operating Lessee (unless, in the case of a Renewal Lease, the rent payable during such renewal, or a formula or other method to compute such rent, is provided for in the original Lease), (ii) is an arm’s-length transaction with a bona fide, independent third party tenant, (iii) does not contain any terms which would reasonably be expected to have or do have a Material Adverse Effect, (iv) is subject and subordinate to the Mortgages and the Tenant thereunder agrees to attorn to Lender and any purchaser at a foreclosure sale and (v) does not contain any option, offer, right of first refusal, right of first offer or other similar right to acquire all or any portion of any Individual Property.  Each Major Lease and all other proposed Leases which do not satisfy the requirements set forth in this subsection, unless Manager has the right to enter into such Lease without Borrower’s or Operating Lessee’s prior written consent pursuant to the Management Agreement (each a “ Required Approval Lease ”) shall be subject to the prior approval of Lender.  Borrower shall promptly deliver to Lender copies of all Leases which are entered into pursuant to this subsection together with Borrower’s certification that it or Operating Lessee has satisfied all of the conditions of this Section.  Borrower shall pay the costs and expenses associated with Lender’s counsel review of any Lease for which Lender’s consent may be required under this Section 5.13 .

(b)                                  Except as provided in clause (c) below, Borrower shall (i) observe and perform all the obligations imposed upon the landlord under the Leases in all material respects and shall not do or permit to be done anything to impair the value of any of the Leases as security for the Debt; (ii) promptly send copies to Lender of all notices of material default which Borrower or Operating Lessee shall send or receive under a Major Lease; (iii) enforce all of the material terms, covenants and conditions contained in the Leases upon the part of the tenant thereunder to be observed or performed; (iv) not collect any Rents more than one (1) month in advance (except security deposits shall not be deemed Rents collected in advance); (v) hold all security deposits in accordance with the terms of the applicable Lease and Legal Requirements; (vi) not execute any assignment of the landlord’s interest in any of the Leases or the Rents except as contemplated by the Loan Documents; and (vi) not consent to any assignment of or subletting under any Major Leases not in accordance with their terms, without the prior written consent of Lender, such consent not to be unreasonably withheld, conditioned or delayed.

(c)                                   Borrower and/or Operating Lessee may, without the prior written consent of Lender, amend, modify or waive the provisions of or terminate, reduce Rents or accept a surrender of space under, or shorten the term of, any Lease which is not a Major Lease (including any guaranty, letter of credit or other credit support with respect thereto) provided that (i) such action (taking into account, in the case of a termination, reduction in rent, surrender of space or shortening of term, the planned alternative use of the affected space) is not reasonably expected to have and does not have a Material Adverse Effect, and (ii) such amendment, modification, waiver, termination, rent reduction, space surrender or term shortening, is otherwise in compliance with the requirements of this Agreement and any subordination agreement binding upon Lender with respect to such Lease.  A termination of a Lease with a tenant who is in monetary default beyond applicable notice and grace periods shall not be

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considered an action which has a Material Adverse Effect.  Any amendment, modification, waiver, termination, rent reduction, space surrender or term shortening which does not satisfy the requirements set forth in this subsection shall be subject to the prior written approval of Lender (not to be unreasonably withheld or delayed) (each, a “ Lease Modification ”), at Borrower’s expense.  Borrower shall promptly deliver to Lender copies of amendments, modifications and waivers which are entered into pursuant to this subsection together with Borrower’s certification that it has satisfied all of the conditions of this subsection.

(d)                                  Notwithstanding anything contained herein to the contrary, Borrower and Operating Lessee shall not, without the prior written consent of Lender, such consent not to be unreasonably withheld, conditioned or delayed, enter into, renew, extend, amend, modify, waive any provisions of, terminate, reduce Rents under, accept a surrender of space under, or shorten the term of any Major Lease; provided , however , Borrower and/or Operating Lessee may terminate a Major Lease with a tenant who is in default beyond applicable notice and grace periods without the prior written approval of Lender.

(e)                                   Each request by Borrower for approval and consent by Lender pursuant to this Section 5.13 shall be in writing and contain a legend in capitalized bold letters on the top of the cover page stating:  “LENDER’S RESPONSE IS REQUESTED WITHIN TEN (10) BUSINESS DAYS.  LENDER’S FAILURE TO RESPOND WITHIN SUCH TIME PERIOD SHALL RESULT IN LENDER’S CONSENT BEING DEEMED TO HAVE BEEN GRANTED” and Borrower shall include the following documentation with such request all materials reasonably necessary in order for Lender to evaluate such matter.  In the event that Lender fails to grant or withhold its approval and consent to such matter within such ten (10) Business Day period (and, in the case of a withholding of consent, stating the grounds therefor in reasonable detail), then, so long as no Event of Default is continuing, Lender’s approval and consent shall be deemed to have been granted.  There shall be no administrative or approval fee in connection with this Section 5.13(e) , but Borrower shall pay any out-of-pocket costs and expenses incurred by Lender.

Section 5.14                             Property Management

(a)                                  Borrower shall cause Operating Lessee to (i) diligently perform and observe all of the terms, covenants and conditions required to be performed and observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly notify Lender of any default under the Management Agreement of which it is aware; (iii) promptly deliver to Lender a copy of any notice of default or other material notice received by Borrower and Operating Lessee under the Management Agreement; (iv) promptly give notice to Lender of any notice or information that Borrower or Operating Lessee receives which indicates that Manager is terminating the Management Agreement or that Manager is otherwise discontinuing its management of any Individual Property; and (v) promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement.

(b)                                  If at any time, (i) Manager shall become insolvent or a debtor in a bankruptcy proceeding; (ii) unless managed by a Brand Manager, Lender has accelerated the Loan as a result of an Event of Default hereunder; (iii) a default has occurred and is continuing