Exhibit 10.1

TAX MATTERS AGREEMENT

between

LA QUINTA HOLDINGS INC.

and

COREPOINT LODGING INC.

Dated as of May 30, 2018

TABLE OF CONTENTS

i

Schedules

Schedule A

Exhibits

Exhibit A – Form of Registration Rights Agreement

ii

TAX MATTERS AGREEMENT

THIS TAX MATTERS AGREEMENT (this “ Agreement ”) is made and entered into as of the day of May 30, 2018 between La Quinta Holdings Inc., a Delaware corporation (“ LQ Parent ”), and CorePoint Lodging Inc., a Maryland corporation (“ CPLG ”). Each of LQ Parent and CPLG is sometimes referred to herein as a “ Party ” and, collectively, as the “ Parties ”.

WITNESSETH:

WHEREAS, LQ Parent, acting through its direct and indirect Subsidiaries, currently conducts a number of businesses, including (i) the LQ Parent Retained Business and (ii) the Separated Real Estate Business;

WHEREAS, the Board of Directors of LQ Parent (the “ Board ”) has determined that it is advisable and in the best interests of LQ Parent and its stockholders to separate LQ Parent into two separate companies, one for each of (i) the LQ Parent Retained Business, which shall be owned and conducted, directly or indirectly, by LQ Parent and (ii) the Separated Real Estate Business, which shall be owned and conducted, directly or indirectly, by CPLG (which will elect to be a REIT);

WHEREAS, to effect such separation, the Board has determined that it is advisable and in the best interests of LQ Parent and its stockholders (i) to enter into a series of transactions after giving effect to which (A) LQ Parent and/or one or more of its Subsidiaries will, collectively, own all of the LQ Parent Retained Assets and assume (or retain) all of the LQ Parent Retained Liabilities (as defined herein), and (B) CPLG and/or one or more of its Subsidiaries will, collectively, own all of the Separated Real Estate Assets and assume (or retain) all of the Separated Real Estate Liabilities and (ii) for LQ Parent to distribute to the holders of the LQ Parent Common Stock (as defined herein), on a pro rata basis (in each case without consideration being paid by such stockholders), all of the outstanding shares of common stock, par value $0.01 per share, of CPLG (the “ CPLG Common Stock ”);

WHEREAS, the Parties intend that (i) each of the contributions by LQ Parent of Assets to CPLG in exchange for the payment or distribution of cash to LQ Parent, the issuance of the CPLG Common Stock and shares of preferred stock of CPLG (the “ CPLG Preferred Stock ”), if any, to LQ Parent and the assumption of Liabilities by CPLG (such contributions, issuances and assumptions, the “ Contribution ”) constitute a taxable exchange for purposes of Section 1001 of the Internal Revenue Code of 1986, as amended (the “ Code ”); provided that in the event the CPLG Preferred Stock is not issued in connection with the Contribution, or in the event LQ Parent is not able to dispose of the CPLG Preferred Stock prior to the Effective Time, the Contribution shall be treated as a transfer governed by Section 351 of the Code (and, for the avoidance of doubt, the Cash Payment (as defined in the Distribution Agreement) shall be governed by Section 351(b) of the Code) (the “ Section  351 Transaction ”), and (ii) the distribution by LQ Parent of all of the CPLG Common Stock (the “ Distribution ”) will be treated as a taxable distribution by LQ Parent for U.S. federal income tax purposes and as a partial redemption of the holders of record of shares of LQ Parent in consideration for the LQ Parent Share Cancellation (as defined in the Distribution Agreement) in connection with the Merger (as defined in the Distribution Agreement) in a transaction that is subject to Section 302(b) of the Code (the “ Intended Tax Treatment ”); and

WHEREAS, each of LQ Parent and CPLG has determined that it is necessary and desirable to set forth the principal corporate transactions required to effect the Plan of Reorganization and the Distribution and to set forth other agreements that will govern the rights and obligations with respect to handling and allocating Taxes and related matters following the Effective Time.

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, provisions and covenants contained in this Agreement, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION

Section 1.1. Definitions . As used in this Agreement, the following terms shall have the following meanings:

(1) “ ACA Taxes ” means all Taxes and Losses attributable to any failure to comply with Section 4980H of the Code by LQ Parent and/or its Subsidiaries for the taxable years ending December 31, 2015 and December 31, 2016.

(2) “ Affiliate ” means a Person that directly, or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, a specified Person. A Person shall be deemed to control another Person if such first Person possesses, directly or indirectly, the power to direct, or cause the direction of, the management and policies of such other Person, whether through the ownership of voting securities, by contract or otherwise. For purposes hereof, none of the Parties or their respective Subsidiaries shall be considered an “Affiliate” of any of the other Parties or their respective Subsidiaries (determined on the same basis). For the avoidance of doubt, for purposes hereof, neither The Blackstone Group L.P. (nor any of its Affiliates) shall be considered an “Affiliate” of any Party or its Subsidiaries.

(3) “ Agreement ” has the meaning set forth in the preamble hereto.

(4) “ Agreement Dispute ” has the meaning set forth in Section 11.1.

(5) “ Ancillary Agreement ” has the meaning set forth in the Distribution Agreement.

(6) “ Assets ” has the meaning set forth in the Distribution Agreement.

(7) “ Assumed Tax Rate ” means 24.65%.

(8) “ Audit ” means any audit, assessment of Taxes, other examination or litigation by or on behalf of any Taxing Authority (including notices), proceeding, or appeal of such a proceeding relating to Taxes, whether administrative or judicial, including proceedings relating to competent authority determinations initiated by a Party or any of its Subsidiaries.

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(9) “ Audit Management Party ” means the Party responsible for administering and controlling an Audit pursuant to Section 8.2(a).

(10) “ Audit Representative ” means the chief tax officer of each Party (or such other officer of a Party that may be designated by that Party’s Chief Financial Officer from time to time).

(11) “ Big Four Accounting Firm ” means each of Deloitte & Touche LLP, Ernst & Young LLP, KPMG LLP, and PricewaterhouseCoopers LLP.

(12) “ Board ” has the meaning set forth in the recitals hereto.

(13) “ Business Day ” means any day other than a Saturday, Sunday or a day on which banks are required to be closed in New York, New York.

(14) “ Buyer ” has the meaning set forth in the Distribution Agreement.

(15) “ Code ” has the meaning set forth in the recitals hereto.

(16) “ Contribution ” has the meaning set forth in the recitals hereto.

(17) “ Contribution Taxes ” has the meaning set forth in Section 5.1(a).

(18) “ CPLG ” has the meaning set forth in the preamble hereto.

(19) “ CPLG Common Stock ” has the meaning set forth in the recitals hereto.

(20) “ CPLG Group ” has the meaning set forth in the Distribution Agreement.

(21) “ CPLG Preferred Stock ” has the meaning set forth in the recitals hereto.

(22) “ CPR ” has the meaning set forth in Section 11.2.

(23) “ Determination Date ” has the meaning set forth in Section 5.1(b).

(24) “ Distribution ” has the meaning set forth in the recitals hereto.

(25) “ Distribution Agreement ” means the Separation and Distribution Agreement by and between LQ Parent and CPLG, dated as of January    , 2018.

(26) “ Distribution Date ” has the meaning set forth in the Distribution Agreement.

(27) “ Due Date ” means the date (taking into account all valid extensions) upon which a Tax Return is required to be filed with or Taxes are required to be paid to a Taxing Authority, whichever is applicable.

(28) “ Effective Registration Date ” has the meaning set forth in Section 5.1(d).

(29) “ Effective Time ” has the meaning set forth in the Distribution Agreement.

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(30) “ Escrow Account ” has the meaning set forth in Section 6.3.

(31) “ Estimated Statement ” has the meaning set forth in Section 5.1(a).

(32) “ Expense Amount ” has the meaning set forth in Section 6.3.

(33) “ Expense Amount Accountant’s Letter ” has the meaning set forth in Section 6.3.

(34) “ Expense Amount Tax Opinion ” has the meaning set forth in Section 6.3.

(35) “ Final Determination ” means the final resolution of liability for any Tax for any taxable period, by or as a result of:

(a) a final decision, judgment, decree or other order by any court of competent jurisdiction that can no longer be appealed to a court other than the Supreme Court of the United States;

(b) a final settlement with the IRS, a closing agreement or accepted offer in compromise under Sections 7121 or 7122 of the Code, or a comparable agreement under the Laws of other jurisdictions, which resolves the liability for the Taxes addressed in such agreement for any taxable period;

(c) any allowance of a refund or credit in respect of an overpayment of Tax, but only after the expiration of all periods during which such refund or credit may be recovered by the jurisdiction imposing the Tax; or

(d) any other final disposition, including by reason of the expiration of the applicable statute of limitations.

(36) “ Group ” means the LQ Parent Group or the CPLG Group.

(37) “ Income Taxes ” mean:

(a) all Taxes based upon, measured by, or calculated with respect to (i) net income or profits (including, but not limited to, any capital gains, minimum tax or any Tax on items of tax preference, but not including sales, use, real, or personal property, gross or net receipts, value added, excise, leasing, transfer or similar Taxes), or (ii) multiple bases (including, but not limited to, corporate franchise, doing business and occupation Taxes) if one or more bases upon which such Tax is determined is described in clause (a)(i) above; and

(b) all U.S., state, local or non-U.S. franchise Taxes.

(38) “ Income Tax Returns ” mean all Tax Returns that relate to Income Taxes.

(39) “ Indemnified Party ” means the Party which is or may be entitled pursuant to this Agreement to receive any payments (including reimbursement for Taxes or costs and expenses) from another Party to this Agreement.

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(40) “ Indemnifying Party ” means the Party which is or may be required pursuant to this Agreement to make indemnification or other payments (including reimbursement for Taxes and costs and expenses) to another Party to this Agreement.

(41) “ Intended Tax Treatment ” has the meaning set forth in the recitals hereto.

(42) “ IRS ” means the United States Internal Revenue Service or any successor thereto, including, but not limited to its agents, representatives, and attorneys.

(43) “ Issuance VWAP Value ” has the meaning set forth in Section 5.1(d).

(44) “ Law ” means any U.S. or non-U.S. federal, national, supranational, state, provincial, local or similar statute, law, ordinance, regulation, rule, code, administrative pronouncement, order, requirement or rule of law (including common law), or any income tax treaty.

(45) “ LIBOR ” has the meaning set forth in the Distribution Agreement.

(46) “ Losses ” has the meaning assigned to the term “Indemnifiable Losses” in the Distribution Agreement.

(47) “ LQ Parent ” has the meaning set forth in the preamble hereto.

(48) “ LQ Parent Common Stock ” has the meaning set forth in the Distribution Agreement.

(49) “ LQ Parent Group ” has the meaning set forth in the Distribution Agreement.

(50) “ LQ Parent Prepared Returns ” has the meaning set forth in Section 2.1.

(51) “ LQ Parent Retained Assets ” has the meaning set forth in the Distribution Agreement.

(52) “ LQ Parent Retained Business ” has the meaning set forth in the Distribution Agreement.

(53) “ LQ Parent Retained Liabilities ” has the meaning set forth in the Distribution Agreement.

(54) “ Negotiation Period ” has the meaning set forth in Section 11.1.

(55) “ Non-Income Tax Returns ” mean all Tax Returns other than Income Tax Returns.

(56) “ Nonqualifying Income ” shall mean any amount that is treated as gross income for purposes of Section 856 of the Code and which is not Qualifying Income.

(57) “ Participating Party ” has the meaning set forth in Section 8.2(c).

(58) “ Party ” has the meaning set forth in the preamble hereto.

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(59) “ Person ” means any natural person, firm, individual, corporation, business trust, joint venture, association, company, limited liability company, partnership, or other organization or entity, whether incorporated or unincorporated, or any governmental entity.

(60) “ Plan of Reorganization ” has the meaning set forth in the Distribution Agreement.

(61) “ Post-Distribution Tax Period ” means a Tax period beginning and ending after the Distribution Date.

(62) “ Pre-Distribution Tax Period ” means a Tax period beginning and ending on or before the Distribution Date.

(63) “ Protected REIT ” shall mean any entity that (i) has elected to be taxed as a REIT and (ii) either (a) is an Indemnified Party or (b) owns a direct or indirect equity interest in any Indemnified Party and is treated for purposes of Section 856 of the Code as owning all or a portion of the assets of such Indemnified Party or as receiving all or a portion of such Indemnified Party’s income.

(64) “ Qualifying Income ” shall mean gross income that is described in Section 856(c)(3) of the Code.

(65) “ Registration Rights Agreement ” has the meaning set forth in Section 5.1(d).

(66) “ Registration Statement ” has the meaning set forth in Section 5.1(d).

(67) “ Registration VWAP Value ” has the meaning set forth in Section 5.1(e).

(68) “ REIT ” shall mean a “real estate investment trust” within the meaning of Section 856(a) of the Code.

(69) “ REIT Qualification Ruling ” has the meaning set forth in Section 6.3.

(70) “ REIT Requirements ” shall mean the requirements imposed on REITs pursuant to Sections 856 through and including 860 of the Code.

(71) “ Release Document ” has the meaning set forth in Section 6.3.

(72) “ Reserve Amount ” means an amount equal to $240,000,000.

(73) “ SEC ” means the United States Securities and Exchange Commission.

(74) “ Section  351 Transaction ” has the meaning set forth in the recitals.

(75) “ Securities Act ” means the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, as the same may be amended from time to time.

(76) “ Separated Real Estate Assets ” has the meaning set forth in the Distribution Agreement.

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(77) “ Separated Real Estate Businesses ” has the meaning set forth in the Distribution Agreement.

(78) “ Share Issuance ” has the meaning set forth in Section 5.1(d).

(79) “ Shares ” has the meaning set forth in Section 5.1(d).

(80) “ Specified Ancillary Agreement ” has the meaning set forth in the Distribution Agreement.

(81) “ Straddle Tax Period ” means a Tax period beginning before the Distribution Date and ending after the Distribution Date.

(82) “ Subsidiary ” has the meaning set forth in the Distribution Agreement.

(83) “ Supplemental Share Issuance ” has the meaning set forth in Section 5.1(e).

(84) “ Tax ” or “ Taxes ” means (i) all taxes, charges, fees, imposts, levies or other assessments, including all net income, gross receipts, capital, sales, use, gains, ad valorem, value added, transfer, franchise, profits, inventory, capital stock, license, withholding, payroll, employment, social security, unemployment, excise, severance, stamp, occupation, property and estimated taxes, custom duties, fees, assessments and charges of any kind whatsoever, and (ii) liability for the payment of any amount of the type described in clause (i) above arising as a result of being (or having been) a member of any group or being (or having been) included or required to be included in any Tax Return related thereto. Whenever the term “Tax” or “Taxes” is used it shall include penalties, fines, additions to tax and interest thereon.

(85) “ Tax Attributes ” mean for U.S. federal, state, local, and non-U.S. Income Tax purposes, earnings and profits, tax basis, net operating and capital loss carryovers or carrybacks, alternative minimum Tax credit carryovers or carrybacks, general business credit carryovers or carrybacks, income tax credits or credits against income tax, disqualified interest and excess limitation carryovers or carrybacks, overall foreign losses, research and experimentation credit base periods, and all other items that are determined or computed on an affiliated group basis (as defined in Section 1504(a) of the Code determined without regard to the exclusion contained in Section 1504(b)(3) of the Code), or similar Tax items determined under applicable Tax law.

(86) “ Tax Benefit Actually Realized ” means with respect to a Party and its Affiliates a reduction in the amount of Taxes that are required to be paid or an increase in refund due, whether resulting from a deduction, from reduced gain or increased loss from disposition of an asset, or otherwise, such reduction or increase in refund due determined on an “actually realized” basis. For purposes of this definition, a Party or its Affiliates will be deemed to have “actually realized” such reduction or increase in refund due at the time the amount of Taxes such Party or any of its Affiliates is required to pay is reduced or the amount of any refund due is increased. The amount of any Tax Benefit Actually Realized shall be computed on a “with and without” basis.

(87) “ Taxing Authority ” means any governmental authority or any subdivision, agency, commission, or authority thereof or any quasi-governmental or private body having jurisdiction over the assessment, determination, collection, or imposition of any Tax (including the IRS).

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(88) “ Tax Returns ” mean any return, report, certificate, form or similar statement or document (including any related or supporting information or schedule attached thereto and any information return, amended tax return, claim for refund, or declaration of estimated Tax) required to be supplied to, or filed with, a Taxing Authority in connection with the determination, assessment or collection of any Tax or the administration of any Laws, regulations, or administrative requirements relating to any Taxes.

(89) “ Tax Sharing Agreement ” has the meaning set forth in Section 8.3(c).

(90) “ Treasury Regulations ” mean the income tax and administrative regulations promulgated from time to time under the Code, as in effect for the relevant Tax Period.

(91) “ U.S. ” means the United States of America.

(92) “ Valuation Shortfall ” has the meaning set forth in Section 5.1(e).

Section 1.2. References; Interpretation . Terms not otherwise defined herein shall have the meaning ascribed to them in the Distribution Agreement. References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa. Unless the context otherwise requires, the words “include”, “includes”, and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation”. Unless the context otherwise requires, references in this Agreement to Articles, Sections and Schedules shall be deemed references to Articles and Sections of, and Schedules to, this Agreement. Unless the context otherwise requires, the words “hereof”, “hereby”, and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement. Unless the context otherwise requires, the word “stock” or “shares” refers to any equity interests of the applicable entity for U.S. federal income tax purposes, and any references to a Person include a reference to any successor to such Person.

Section 1.3. Effective Time . Notwithstanding that certain interrelated and intermediate internal transactions must be given effect prior to the Distribution, the agreements contained herein, including, but not limited to, the manner in which Taxes are shared amongst the Parties, shall be effective no earlier than and only upon the Effective Time.

ARTICLE II

PREPARATION AND FILING OF TAX RETURNS

Section 2.1. Responsibility to Prepare and File Pre-Distribution and Straddle Period Tax Returns . To the extent not previously filed and subject to the rights and obligations of each of the Parties set forth herein, LQ Parent shall prepare or cause to be prepared (i) all Tax Returns required to be filed by each Party or its Affiliates for the Pre-Distribution Tax Period and (ii) all Tax Returns required to be filed by each Party or its Affiliates for any Straddle Tax Period (the “ LQ Parent Prepared Returns ”). LQ Parent shall file or cause to be filed all such LQ Parent

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Prepared Returns with the applicable Taxing Authority to the extent a member of the LQ Parent Group is responsible under applicable Law for filing such Tax Returns, and CPLG shall cooperate (or cause its Subsidiaries to cooperate) in the filing of such Tax Returns to the extent a member of the CPLG Group is responsible for filing such Tax Returns under applicable Law. All expenses relating to the preparation and filing of LQ Parent Prepared Returns shall be borne by LQ Parent. With respect to any LQ Parent Prepared Returns that includes any member of the CPLG Group, LQ Parent shall provide CPLG with a copy of each such proposed Tax Return (or, if such LQ Parent Prepared Returns include members of the LQ Parent Group, solely the portion thereof relating to any member of the CPLG Group) for review and comment at least twenty (20) days prior to the filing of such Tax Return. Subject to the preceding sentence, no later than ten (10) days after the receipt of such Tax Returns, CPLG shall have a right to comment on such LQ Parent Prepared Returns (or portions thereof) by written notice to LQ Parent; such written notice shall contain any disputed item (or items) and the basis for the comment. If CPLG does not provide comments by proper written notice within the time period described, such Tax Return shall be deemed to have been accepted and agreed upon, and to be final and conclusive, for purposes of this Section 2.1. If CPLG does provide comments by proper written notice within such applicable time period, LQ Parent shall consider CPLG’s comments on such Tax Return in good faith and shall include any such comments that are required to make such Tax Return consistent with applicable Law, this Agreement, the Distribution Agreement or any other Specified Ancillary Agreement.

Section 2.2. Responsibility of Parties to Prepare and File Post-Distribution Tax Returns . The Party or its Affiliate responsible under applicable Law for filing a Tax Return in respect of a Post-Distribution Tax Period (in each case required to be filed after the Distribution Date) shall prepare and file or cause to be prepared and filed that Tax Return; provided that no such Tax Return shall include any election that is retroactive to any Pre-Distribution Tax Period or Straddle Period unless required by Law. Notwithstanding the foregoing, LQ Parent may make any such election if it would not increase any amount of Tax payable by (or reduce any amount of Tax attribute otherwise available to) a member of the CPLG Group after the Closing Date.

Section 2.3. Time of Filing Tax Returns . Each Tax Return shall be filed on or prior to the Due Date for such Tax Return by the Party responsible for filing such Tax Return hereunder.

ARTICLE III

RESPONSIBILITY FOR PAYMENT OF TAXES

Section 3.1. Responsibility for Payment of Taxes . LQ Parent shall be liable for and shall pay or cause to be paid (i) all Taxes shown on any Tax Return of each Party or any member of its Group for any Pre-Distribution Tax Period, subject to Section 8.3(b), (ii) all Taxes shown on any Tax Return of LQ Parent or any member of its Group for any Straddle Tax Period, (iii) the portion of any Taxes allocable to the period ending on the Distribution Date (determined in accordance with Section 10.2) shown on any Tax Return of CPLG or any member of its Group for any Straddle Tax Period, and (iv) 50% of any ACA Taxes. CPLG shall be liable for and shall pay or cause to be paid (i) the portion of any Taxes allocable to the period beginning after the Distribution Date (determined in accordance with Section 10.2) shown on any Tax Return of

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CPLG or any member of its Group for any Straddle Tax Period and (ii) 50% of any ACA Taxes. Each of LQ Parent and CPLG shall be liable for and shall pay or cause to be paid the Taxes shown on the Tax Returns for any Post-Distribution Tax Period for which it has the responsibility to prepare under Article II to the applicable Taxing Authority. In the event the CPLG Preferred Stock is not issued in connection with the Contribution or LQ Parent is not be able to dispose of the CPLG Preferred Stock prior to the Effective Time, (i) LQ Parent and CPLG shall be required to file consolidated U.S. federal income Tax Returns (consolidated, unitary, aggregate, combined or similar state income Tax Returns, where applicable) for the taxable year of CPLG that includes the Distribution; (ii) such CPLG Preferred Stock, if any, shall not have terms that impose any economic costs, or have any adverse effect, on LQ Parent (and provided that it is understood that such CPLG Preferred Stock shall (x) be non-voting stock, and (y) provide for a cash-pay coupon), and (iii) LQ Parent shall be prohibited from distributing any CPLG Preferred Stock to its stockholders or securityholders without the prior written consent of CPLG, not to be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary herein or in the Distribution Agreement, CPLG shall not be required to issue any CPLG Preferred Stock in the Contribution.

Section 3.2. Reimbursement of Taxes . No later than five (5) Business Days prior to the relevant Due Date for Taxes described in Section 3.1, LQ Parent shall pay CPLG, an amount in immediately available funds equal to such Taxes to the extent they represent Taxes shown on Tax Returns for (i) any Pre-Distribution Tax Period or (ii) the portion of any Straddle Tax Period ending on the Distribution Date (determined in accordance with Section 10.2), in each case, for which a member of the CPLG Group has responsibility to file under applicable Law. No later than the Determination Date, CPLG shall pay to LQ Parent an amount in immediately available funds for the portion of any Taxes for a Straddle Tax Period paid prior to the Distribution that are allocable to CPLG for the portion of any Straddle Tax Period beginning after the Distribution Date (determined in accordance with Section 10.2).

Section 3.3. Timing of Payments of Taxes . All Taxes required to be paid or caused to be paid by a Party to a Taxing Authority pursuant to this Article III shall be paid or caused to be paid by such Party on or prior to the Due Date of such Taxes. All amounts required to be paid by one Party to another Party pursuant to this Article III shall be paid or caused to be paid by such first Party to such other Party in accordance with Article VII.

ARTICLE IV

REFUNDS, CARRYBACKS AND AMENDED TAX RETURNS

Section 4.1. Refunds .

(a) Each Party shall be entitled to refunds (including any similar credit or offset of Taxes) that relate to Taxes for which it is liable hereunder in accordance with Article III (taking into account Section 3.2) or Article VI, including any refunds (or similar credit or offset of Taxes) resulting from overpayments of estimated Taxes on or prior to the Distribution Date in respect of a Straddle Tax Period; provided , however , that each Party shall be entitled to refunds (including any similar credit or offset of Taxes) that relate to Taxes for which it was actually liable in accordance with Article VIII.

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(b) Any refund or portion thereof to which a Party is entitled pursuant to this Section 4.1 that is received or deemed to have been received as described herein by another Party, shall be paid by such other Party to such first Party in immediately available funds in accordance with Article VII.

Section 4.2. Amended Tax Returns .

(a) Notwithstanding Sections 2.1 and 2.2, a Party or member of its Group that is entitled to file an amended Tax Return for a Pre-Distribution Tax Period or a Straddle Tax Period for members of its Group shall be permitted to prepare and file an amended Tax Return at its own cost and expense; provided , however , that (i) such amended Tax Return shall be prepared in a manner consistent with the past practice of the Parties and their Affiliates unless otherwise modified by a Final Determination or required by applicable Law; and (ii) if such amended Tax Return could result in the other Party becoming responsible for a payment of Taxes pursuant to Article III or a payment to a Party pursuant to Article VIII, such amended Tax Return shall be permitted only if the prior written consent of such other Party is obtained. The consent of such other Party shall not be withheld unreasonably and shall be deemed to have been obtained if a Party or a member of its Group is required to file an amended Tax Return as a result of an Audit adjustment that arose in accordance with Article VIII.

(b) A Party or a member of its Group that is entitled to file an amended Tax Return for a Post-Distribution Tax Period shall be permitted to do so without the consent of any Party.

(c) A Party that is permitted (or whose Group member is permitted) to file an amended Tax Return shall not be relieved of any liability for payments pursuant to this Agreement notwithstanding that another Party consented thereto.

ARTICLE V

CERTAIN PLAN OF REORGANIZATION TAX MATTERS

Section 5.1. Contribution Purchase Price Adjustment .

(a) No later than ten (10) Business Days following the Distribution Date, CPLG will deliver to LQ Parent a written worksheet (the “ Estimated Statement ”) setting forth in reasonable detail CPLG’s good faith reasonable estimate of the U.S. federal, state and local Income Taxes of LQ Parent (and/or CPLG in the event of a Section 351 Transaction) attributable to the Contribution or Distribution (excluding any withholding obligation, and in each case determined for all purposes of this Agreement on a “with and without” basis) (the actual amount of such Taxes, “ Contribution Taxes ”) as well as a computation thereof. The calculation of estimated Contribution Taxes shall be based on the following assumptions: (i) the Intended Tax Treatment is respected; (ii) the combined effective U.S. federal, state and local Income Tax rate applicable to the amount of income or gain recognized by LQ Parent (and/or CPLG in the event of a Section 351 Transaction) in the Contribution or Distribution is equal to the Assumed Tax Rate; and (iii) the amount of income or gain recognized by LQ Parent (and/or CPLG in the event of a Section 351 Transaction) for U.S. federal, state and local Income Tax purposes in the

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Contribution will (w) be based on the fair market value of the CPLG Common Stock on the first Business Day following the Distribution Date (determined based on the volume weighted average price of shares of CPLG Common Stock on the primary securities exchange on which shares of CPLG Common Stock are listed during the period beginning at 9:30 a.m., New York City time (or such other time as is the official open of trading on such exchange) and ending at 4:00 p.m., New York City time (or such other time as is the official close of trading on such exchange), as obtained from Bloomberg L.P. or its successor, on the first Business Day following the Distribution Date) and the fair market value of the CPLG Preferred Stock, if any, on the date of the Contribution (determined based on the amount paid for the CPLG Preferred Stock to LQ Parent by third party purchasers, if applicable), (x) take into account the total amount of cash received by LQ Parent in the Contribution (taking into account the Cash Payment (as defined in the Distribution Agreement), (y) take into account the total amount of liabilities assumed or deemed assumed for U.S. federal Income Tax purposes by CPLG in the Contribution and (z) initially ignore any payments to be made by LQ Parent or CPLG under Section 5.1(b). No later than twenty (20) Business Days after the receipt of such Estimated Statement, LQ Parent shall have a right to object to such Estimated Statement by written notice to CPLG; such written notice shall contain such disputed item (or items) and the basis for its objection. The Parties shall act in good faith to resolve any such dispute as promptly as practicable. If the Parties have not reached a final resolution with respect to all disputed items for which proper written notice was given within ten (10) Business Days of written notice being provided to CPLG, then any disputed issues shall be submitted to a Big Four Accounting Firm mutually agreed upon by the Parties for a final binding resolution; provided that if no Big Four Accounting Firm is willing or able to resolve such disputed issues, such disputed issues shall be submitted to a nationally recognized accounting firm mutually agreed upon by the Parties for a final binding resolution. The Parties shall cooperate in good faith to promptly update the estimated Contribution Taxes as otherwise determined pursuant to this Section 5.1(a) to reflect any payments made under Section 3.7 of the Distribution Agreement; provided that in the event the Parties are not able to so agree upon such update, any disagreement shall be submitted to a Big Four Accounting Firm (or a nationally recognized accounting firm, as applicable) in accordance with the procedures described in the previous sentence.

(b) If (i) the Reserve Amount is greater than the estimated Contribution Taxes, LQ Parent will pay to CPLG an amount equal to the difference between the Reserve Amount minus the estimated Contribution Taxes; and (ii) the Reserve Amount is less than the estimated Contribution Taxes, CPLG will pay to LQ Parent an amount equal to the difference between the estimated Contribution Taxes minus the Reserve Amount. Any payments under this Section 5.1(b) or Section 3.7 of the Distribution Agreement shall be deemed to increase the amount recognized (in the case of payments by CPLG to LQ Parent) or decrease the amount recognized (in the case of payments by LQ Parent to CPLG) for purposes of calculating the amount of Contribution Taxes, and additional amounts shall be paid by CPLG or LQ Parent (as the case may be) on an iterative basis (consistent with assumptions described in clauses (i), (ii), (iii)(w), (iii)(x) and (iii)(y) of Section 5.1(a)) to reflect such increase or decrease in the amount of Contribution Taxes. For the avoidance of doubt, any Share Issuance pursuant to Section 5.1(d) shall be deemed to have a value equal to the amount of the payment to be satisfied by CPLG with such Share Issuance. Following the date of the final determination of Contribution Taxes in accordance with Section 5.1(a) (including, for the avoidance of doubt, the final sentence thereof) (the “ Determination Date ”), any payments required to be made under this Section 5.1(b) shall be made in accordance with Section 5.1(d).

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(c) For the avoidance of doubt, unless otherwise provided in this Agreement, any obligation to make a payment pursuant to Section 5.1(b) shall not be deemed to imply that a Party is responsible for any Taxes for purposes of Article VI or otherwise under this Agreement.

(d) Any amounts required to be paid by LQ Parent to CPLG under Section 5.1(b) shall be paid to CPLG in cash within five (5) Business Days of the Determination Date. Any amounts required to be paid by CPLG to LQ Parent under Section 5.1(b) shall be paid, at CPLG’s election, (i) in cash within five (5) Business Days of the Determination Date, or (ii) with respect to all or any portion of such amount, in the form of a number of shares of CPLG Common Stock (rounded up to the nearest full share) equal to the product of (I) 1.05, multiplied by (II) the quotient of (A) the amount of such required payment (or such portion thereof to be paid in shares) divided by (B) the arithmetic average of the per share volume weighted average price of shares of CPLG Common Stock on the primary securities exchange on which shares of CPLG Common Stock are listed during the period beginning at 9:30 a.m., New York City time (or such other time as is the official open of trading on such exchange) and ending at 4:00 p.m., New York City time (or such other time as is the official close of trading on such exchange), as obtained from Bloomberg L.P. or its successor, for the ten (10) consecutive trading day period ending on and including the trading day immediately prior to the Determination Date (the “ Shares ”, and any such payment pursuant to this clause (ii), a “ Share Issuance ”, and the calculated per share volume weighed average price the “ Issuance VWAP Value ”). In the event that CPLG elects to make a Share Issuance, CPLG shall, if requested in accordance with the Registration Rights Agreement (as defined below), use its reasonable best efforts to (i) prepare and file with the SEC, at CPLG’s expense, a resale registration statement for an offering to be made pursuant to Rule 415 under the Securities Act on Form S-11 or, if CPLG is so eligible, on Form S-3 (or any successor rule or form thereto), or amend an existing registration statement so that it is usable for the disposition of such Shares or (ii) file a prospectus supplement deemed to be a part of an existing registration statement in accordance with Rule 430B under the Securities Act that is usable for the disposition of such Shares (as applicable, a “ Registration Statement ”), in each case subject to the terms and conditions set forth in a registration rights agreement between CPLG and LQ Parent in substantially the form attached hereto as Exhibit A (the “ Registration Rights Agreement ”), and CPLG shall use its reasonable best efforts to cause such Registration Statement to be declared effective by the SEC or otherwise become effective under the Securities Act as promptly as reasonably practicable after the filing thereof (the date upon which such Registration Statement becomes effective or, if later (in the event a suspension period commences prior to the Registration Statement becoming effective and ends after the Registration Statement becoming Effective), the date on which use of such Registration Statement is no longer suspended, the “ Effective Registration Date ”). Within two (2) Business Days of the Determination Date, CPLG shall deliver (or cause the delivery of) the Shares to be issued pursuant to such Share Issuance in book entry form to LQ Parent or to a custodian designated by LQ Parent, as applicable. Concurrently with or prior to such delivery of Shares, LQ Parent and CPLG shall enter into the Registration Rights Agreement. All Shares (including, if applicable, the Supplemental Share Issuance referred to below) shall be free and clear of any Security Interest (as defined in the Distribution Agreement) and subject to, and governed by, the Registration Rights Agreement. CPLG shall be responsible for any registration fees and expenses, listing fees or transfer agent fees with respect to the issuance of Shares in accordance with this Section 5.1(d).

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(e) At the Effective Registration Date, CPLG will (in good faith consultation with LQ Parent) calculate the arithmetic average of the per share volume weighted average price of shares of CPLG Common Stock on the primary securities exchange on which shares of CPLG Common Stock are listed during the period beginning at 9:30 a.m., New York City time (or such other time as is the official open of trading on such exchange) and ending at 4:00 p.m., New York City time (or such other time as is the official close of trading on such exchange), as obtained from Bloomberg L.P. or its successor, for the ten (10) consecutive trading day period ending on and including the trading day immediately prior to the Effective Registration Date (the “ Registration VWAP Value ”). If the product of the Registration VWAP Value multiplied by the number of shares of CPLG Common Stock issued as part of the Share Issuance is less than the product of the Issuance VWAP Value multiplied by the number of shares of CPLG Common Stock issued as part of the Share Issuance (such difference, the “ Valuation Shortfall ”), CPLG will promptly (and in any event within two (2) Business Days), at CPLG’s election, either (i) pay to LQ Parent an amount in cash equal to the Valuation Shortfall, or (ii) deliver (or cause the delivery of) in book entry form (to LQ Parent or to a custodian designated by LQ Parent, as applicable) to LQ Parent a number of shares of CPLG Common Stock (rounded up to the nearest full share) equal to the Valuation Shortfall divided by the Registration VWAP Value (such shares the “ Supplemental Share Issuance ”). In the event that CPLG elects to make a Supplemental Share Issuance, CPLG shall use its reasonable best efforts to prepare and file with the SEC, at CPLG’s expense, a Registration Statement with respect to the Shares issued in the Supplemental Share Issuance and CPLG shall use its reasonable best efforts to cause such Registration Statement to be declared effective by the SEC or otherwise become effective under the Securities Act as promptly as reasonably practicable after the filing thereof and in any event no later than thirty (30) days after the Supplemental Share Issuance. Concurrently with or prior to such delivery of the shares the subject of the Supplemental Share Issuance, LQ Parent and CPLG shall enter into the Registration Rights Agreement.

Section 5.2. Consistency . Each Party shall file or prepare any Tax Return which it is responsible for filing or preparing under this Agreement consistent with the Intended Tax Treatment unless otherwise required by a Final Determination.

Section 5.3. Section  336(e) Election . LQ Parent and CPLG shall make an election under Section 336(e) of the Code (and any similar election under state or local law) with respect to the Distribution in accordance with Treasury Regulation Section 1.336-2(h) (and any applicable provisions under state and local law), and the Parties shall cooperate in the timely completion and/or filings of such elections and any related filings or procedures. This Section 5.3 is intended to constitute binding, written agreements to make an election under Section 336(e) of the Code with respect to the Distribution.

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ARTICLE VI

INDEMNIFICATION

Section 6.1. Indemnification Obligations of LQ Parent . LQ Parent shall indemnify CPLG and its Affiliates and hold the Indemnified Party harmless from and against (without duplication):

(a) all Taxes and other amounts for which the LQ Parent Group is responsible under this Agreement and any related Losses; and

(b) all Taxes and Losses attributable to a breach of any covenant or obligation of LQ Parent under this Agreement.

Section 6.2. Indemnification Obligations of CPLG . CPLG shall indemnify LQ Parent and its Affiliates and hold the Indemnified Party harmless from and against (without duplication):

(a) all Taxes and other amounts for which the CPLG Group is responsible under this Agreement and any related Losses; and

(b) all Taxes and Losses attributable to a breach of any covenant or obligation of CPLG under this Agreement.

Section 6.3. Protected REITs . Notwithstanding anything to the contrary in this Agreement, in the event that counsel or independent accountants for a Protected REIT determine in writing that there exists a material risk that any indemnification payments due under this Agreement would be treated as Nonqualifying Income (or such indemnification payments would otherwise affect the Protected REIT’s status as a REIT) upon the payment of such amounts to the relevant Indemnified Party, the amount paid to the Indemnified Party pursuant to this Agreement in any tax year shall not exceed the maximum amount that can be paid to the Indemnified Party in such year without causing the Protected REIT to fail to meet the REIT Requirements for any tax year, determined as if the payment of such amount were Nonqualifying Income (or such indemnification payments would otherwise affect the Protected REIT’s status as a REIT) as determined by such counsel or independent accountants to the Protected REIT. If the amount payable for any tax year pursuant to the preceding sentence is less than the amount which the relevant Indemnifying Party would otherwise be obligated to pay to the relevant Indemnified Party pursuant to this Agreement (the “ Expense Amount ”), then: (1) the Indemnifying Party shall place the Expense Amount into an escrow account (the “ Escrow Account ”) using an escrow agent and agreement reasonably acceptable to the Indemnified Party (which shall include that (y) the amount in the Escrow Account shall be treated as the property of the Indemnifying Party, unless it is released from such Escrow Account to the Indemnified Party, and (z) (A) all income earned upon the amount in the Escrow Account shall be treated as the property of the Indemnifying Party and reported, as and to the extent required by applicable Law, by the escrow agent to the IRS, or any other taxing authority, on IRS Form 1099 or 1042S (or other appropriate form) as income earned by the Indemnifying Party whether or not said income has been distributed during such taxable year, and (B) the Indemnifying Party will be entitled to

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customary quarterly tax distributions with respect to any income earned on the Escrow Account, and the escrow agent shall not release any portion thereof to the Indemnified Party, and the Indemnified Party shall not be entitled to any such amount, unless and until the Indemnified Party, at its own cost and expense, delivers to the Indemnifying Party, at the sole option of the relevant Protected REIT, (i) an opinion (an “ Expense Amount Tax Opinion ”) of the Protected REIT’s tax counsel to the effect that such amount, if and to the extent paid, would not constitute Nonqualifying Income (or such amount would not otherwise affect the Protected REIT’s status as a REIT), (ii) a letter (an “ Expense Amount Accountant’s Letter ”) from the Protected REIT’s independent accountants indicating the maximum portion of the Expense Amount that can be paid at that time to the Indemnified Party without causing the Protected REIT to fail to meet the REIT Requirements for any relevant taxable year, or (iii) a private letter ruling issued by the IRS to the Protected REIT indicating that the receipt of any Expense Amount hereunder will not cause the Protected REIT to fail to satisfy the REIT Requirements (a “ REIT Qualification Ruling ” and, collectively with an Expense Amount Tax Opinion and an Expense Amount Accountant’s Letter, a “ Release Document ”); (2) pending the delivery of a Release Document by the Indemnified Party to the Indemnifying Party, the Indemnified Party shall have the right, but not the obligation, to borrow the Expense Amount from the Escrow Account pursuant to a loan agreement reasonably acceptable to the Indemnified Party that (i) requires the Indemnifying Party to lend the Indemnified Party immediately available cash proceeds in an amount equal to the Expense Amount, and (ii) provides for (A) a commercially reasonable interest rate and commercially reasonable covenants, taking into account the credit standing and profile of the Indemnified Party or any guarantor of the Indemnified Party, including the Protected REIT, at the time of such loan, and (B) a fifteen (15) year maturity with no periodic amortization; and (3) the Indemnified Party shall bear all costs and expenses with respect to the escrow as contemplated by clauses (1) and (2) in this Section 6.3. Except as otherwise provided for in this Section 6.3(c), all of the benefits of the Expense Amount will inure to the Indemnified Party and the Indemnified Party will bear (and indemnify the Indemnifying Party for) all risk of loss relating to the Expense Amount.

ARTICLE VII

PAYMENTS

Section 7.1. Payments .

(a) General . In the event that an Indemnifying Party is required to make a payment to an Indemnified Party pursuant to this Agreement, such payment shall be made to the Indemnified Party within the time prescribed for payment in this Agreement, or if no period is prescribed, within twenty (20) days after delivery of written notice of payment owing together with a computation of the amounts due. If the Indemnifying Party fails to make a payment to the Indemnified Party within the time period set forth in this Section 7.1 or as otherwise provided in this Agreement, such Indemnifying Party shall pay to the Indemnified Party interest that accrues (at a rate equal to LIBOR) on the amount of such payment from the time that such payment was due to the Indemnified Party until the date that payment is actually made to the Indemnified Party; provided , however , that this provision for interest shall not be construed to give the Indemnifying Party the right to defer payment beyond the due date hereunder.

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(b) Right of Setoff . It is expressly understood that an Indemnifying Party is hereby authorized to set off and apply any and all amounts required to be paid to an Indemnified Party pursuant to this Section 7.1 against any and all of the obligations of the Indemnified Party to the Indemnifying Party arising under this Section 7.1 that are then either due and payable or past due, irrespective of whether such Indemnifying Party has made any demand for payment with respect to such obligations.

Section 7.2. Treatment of Payments Made Pursuant to Tax Matters Agreement . Unless otherwise required by a Final Determination or this Agreement or otherwise agreed to by the Parties, for U.S. federal Tax purposes, any payment (other than payments of interest pursuant to Section 7.1(a)) made pursuant to this Agreement shall be treated by all Parties for all Tax purposes as a purchase price adjustment to the Contribution. None of the Parties shall take any position inconsistent with such treatment unless required by a Final Determination. If a Taxing Authority asserts that a Party’s treatment of a payment pursuant to this Agreement should be other than as required pursuant to this Agreement, such Party shall use its commercially reasonable efforts to contest such challenge.

Section 7.3. Payments Net of Tax Benefit Actually Realized and Tax Cost . All amounts required to be paid by one Party to another pursuant to this Agreement or the Distribution Agreement shall be reduced by the Tax Benefit Actually Realized by the Indemnified Party or its Affiliates in the taxable year the payment is made or any prior taxable year as a result of the claim giving rise to the payment. If the receipt or accrual of any such payment (other than payments of interest pursuant to Section 10.12 of the Distribution Agreement or Section 7.1(a)) results in taxable income to the Indemnified Party or its Affiliates, such payment shall be increased so that, after the payment of any Taxes with respect to the payment, the Indemnified Party or its Affiliates shall have realized the same net amount it would have realized had the payment not resulted in taxable income; provided that the Parties acknowledge and agree that any amount paid from LQ Parent to CPLG or any of its Affiliates and treated as an adjustment to purchase price in accordance with Section 7.2 shall not be treated as resulting in taxable income to CPLG or any of its Affiliates. Notwithstanding the foregoing, this Section 7.3 shall not apply to any payment made pursuant to Section 5.1(b).

ARTICLE VIII

AUDITS

Section 8.1. Notice . Within twenty (20) Business Days after a Party or any of its Affiliates receives a written notice from a Taxing Authority of the existence of an Audit that may require indemnification pursuant to this Agreement, that Party shall notify the other Party of such receipt and send such notice to the other Party via overnight mail. The failure of one Party to notify another Party of an Audit shall not relieve such other Party of any liability and/or obligation that it may have under this Agreement, except to the extent that the Indemnifying Party’s rights under this Agreement are materially prejudiced by such failure.

Section 8.2. Audits .

(a) Determination of Administering Party .

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(i) Subject to Sections 8.2(a), 8.2(b) and 8.2(c), LQ Parent shall administer and control all Audits with respect to Tax Returns of members of the LQ Parent Group, all Audits with respect to Tax Returns of members of the LQ Parent Group or CPLG Group for Straddle Tax Periods, and all Audits with respect to Tax Returns of members of the CPLG Group for any Pre-Distribution Tax Period. Except as provided in the previous sentence, CPLG shall administer and control all Audits with respect to Tax Returns of members of the CPLG Group.

(ii) Notwithstanding anything to the contrary in this Section 8.2, CPLG shall administer and control all Audits addressed in Schedule A.

(b) Administration and Control; Cooperation .

(i) Subject to Section 8.2(c), the Audit Management Party shall have absolute authority to make all decisions (determined in its sole discretion) with respect to the administration and control of such Audit (or portion thereof), including the selection of all external advisors. In that regard, the Audit Management Party (a) may in its sole discretion settle or otherwise determine not to continue to contest any issue related to such Audit without the consent of the other Party, and (b) shall, as soon as reasonably practicable and prior to settlement of an issue that could cause the other Party to become responsible for Taxes under Section 8.3, notify the Audit Representatives of the other Party of such settlement. The other Party shall (and shall cause its Subsidiaries to) undertake all actions and execute all documents (including an extension of the applicable statute of limitations) that are determined in the sole discretion of the Audit Management Party to be necessary to effectuate such administration and control. Each Party shall act in good faith and use their reasonable best efforts to cooperate fully with the other Party (and their Affiliates) in connection with such Audit and shall provide or cause their Subsidiaries to provide such information to each other as may be necessary or useful with respect to such Audit in a timely manner, identify and provide access to potential witnesses, and other persons with knowledge and other information within its control and reasonably necessary to the resolution of the Audit.

(c) Participation Rights of Parties and Information Sharing with respect to Audits .

(i) Each Party that would be responsible under Section 8.3 for a material amount of Taxes directly resulting from an Audit (other than the Audit Management Party) (a “ Participating Party ”) shall have the rights as set forth in this Section 8.2(c) with respect to such Audit. Upon the reasonable request of a Participating Party, the Audit Management Party shall make available relevant personnel and external advisors to meet with the Participating Party and its independent auditor in order to review the status of the Audits. The Participating Party shall provide the Audit Management Party with reasonable notice of such requested meetings or information.

(ii) The Participating Party shall have access to any written documentation in the possession of the Audit Management Party that pertains to the Audit (including any written summaries of issues that the Audit Management Party has developed in the context of evaluating the financial reporting of the Audit); provided , however , that if documentation was prepared solely by or on behalf of a Party, then the documentation must relate to the joint defense of the Audit. Copies of the documentation will be made available to the Participating Party at its sole cost and expense.

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(iii) The Participating Party may elect to employ separate counsel to advise the Participating Party as additional counsel in or in connection with an Audit, but in that event, the fees and expenses of the separate counsel shall be paid solely by the Participating Party. The Audit Management Party shall in good faith consider all advice and other input received from the Participating Party in connection with its consultations with respect to an Audit. However, the Audit Management Party shall retain the sole authority to make all Audit decisions. In that regard, the Participating Party and its separate counsels shall not be allowed to participate in any Audit-related meetings other than those described in (i), (ii) or (iii) above, respond directly to a Taxing Authority conducting the Audit, or in any manner control resolution of the Audit. Notwithstanding the foregoing, the Audit Management Party shall not settle, concede or resolve the Audit in a manner that would subject the Participating Party to any obligation to indemnify the Audit Management Party pursuant to this Agreement, pay any amount of Tax, or bind the Participating Party to any agreement or Tax position with respect to a Post-Distribution Period without the prior written consent of the Participating Party, not to be unreasonably withheld, conditioned or delayed.

(d) Power of Attorney/Officer Signature . Each Party hereby appoints (and shall cause its Subsidiaries to appoint) the Audit Management Party (and its designated representatives) as its agent and attorney-in-fact to take the actions the Audit Management Party deems necessary or appropriate to implement the responsibilities of the Audit Management Party under this Agreement. Each Party also shall (or shall cause its Subsidiaries to) execute and deliver to the Audit Management Party a power of attorney and such other documents as are reasonably requested from time to time by the Audit Management Party (or its designee).

Section 8.3. Payment of Audit Amounts .

(a) Except as set forth in Section 8.3(b) or (c), LQ Parent shall be liable for and shall pay or cause to be paid to the applicable Taxing Authority (i) all Taxes owed in connection with any Audit of any Tax Return of each Party or any member of its Group for any Pre-Distribution Tax Period, (ii) all Taxes owed in connection with any Audit of any Tax Return of LQ Parent or any member of its Group for any Straddle Tax Period or any Post-Distribution Tax Period, and (iii) the portion of any Taxes allocable to the period ending on the Distribution Date (determined in accordance with Section 10.2) owed in connection with any Audit of any Tax Return of CPLG or any member of the CPLG Group for any Straddle Tax Period. Except as set forth in Section 8.3(c), CPLG shall be liable for and shall pay or cause to be paid (A) the portion of any Taxes allocable to the period beginning after the Distribution Date (determined in accordance with Section 10.2) owed in connection with any Audit of any Tax Return of CPLG or any member of its Group for any Straddle Tax Period, and (B) all Taxes owed in connection with any Tax Return of CPLG or any member of the CPLG Group for any Post-Distribution Tax Period.

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(b) CPLG shall be liable for and shall pay or cause to be paid to the applicable Taxing Authority any amount owed in connection with any Audit of any matter addressed in Schedule A.

(c) Third Party Indemnity Payments . Any benefit or liability resulting from any Tax sharing, contractual indemnity agreements or similar agreements, written or unwritten, as between any of the Parties or their respective Subsidiaries, on the one hand, and any other third party, on the other hand (other than the Distribution Agreement, this Agreement or any other Specified Ancillary Agreement) (“ Tax Sharing Agreements ”), shall remain the benefit or liability of such Party or its respective Subsidiary. No Party (or other Indemnified Party) shall be entitled to indemnification under this Agreement in respect of Taxes to the extent such Party or one of its Subsidiaries is indemnified under any Tax Sharing Agreement, and the Parties shall (and shall cause their Subsidiaries to) use commercially reasonable efforts to pursue any indemnification rights under any Tax Sharing Agreement if such indemnification would reduce the other Party’s responsibility for such Taxes under this Agreement.

ARTICLE IX

COOPERATION AND EXCHANGE OF INFORMATION

Section 9.1. Cooperation and Exchange of Information . The Parties shall each cooperate fully (and each shall cause its respective Subsidiaries to cooperate fully) and in a timely manner (considering the other Party’s normal internal processing or reporting requirements) with all reasonable requests in writing from another Party hereto, or from an agent, representative, or advisor to such Party, in connection with the preparation and filing of Tax Returns, claims for refund, Audits, determinations of Tax Attributes and the calculation of Taxes or other amounts required to be paid hereunder, and any applicable financial reporting requirements of a Party or its Affiliates, in each case, related or attributable to or arising in connection with Taxes or Tax Attributes of any of the Parties or their respective Subsidiaries covered by this Agreement. Such cooperation shall include, without limitation:

(a) the retention until the expiration of the applicable statute of limitations or, if later, until the expiration of all relevant Tax Attributes (in each case taking into account all waivers and extensions), and the provision upon request, of Tax Returns of the Parties and their respective Subsidiaries for periods up to and including the Distribution Date, books, records (including information regarding ownership and Tax basis of property), documentation, and other information relating to such Tax Returns, including accompanying schedules, related work papers, and documents relating to rulings or other determinations by Taxing Authorities;

(b) the execution of any document that may be necessary in connection with any Audit of any of the Parties or their respective Subsidiaries, or the filing of a Tax Return or refund claim of the Parties or any of their respective Subsidiaries (including the signature of an officer of a Party or its Subsidiary);

(c) the use of the Party’s reasonable efforts to obtain any documentation and provide additional facts as requested by another Party that may be necessary in connection with any of the foregoing (including without limitation any information contained in Tax or other financial information databases); and

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(d) the use of the Party’s reasonable efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records, or other information that may be necessary in connection with the preparation of any Tax Returns of any of the Parties or their Affiliates.

Each Party shall make its and its Subsidiaries’ employees and facilities available on a reasonable and mutually convenient basis in connection with the foregoing matters. Except for costs and expenses otherwise allocated between the Parties pursuant to this Agreement, no reimbursement shall be made for costs and expenses incurred by the Parties as a result of cooperating pursuant to this Section 9.1.

Notwithstanding the foregoing, no Party shall be required, pursuant to this Article IX, to share any information or records relating to any Person other than the Parties and their applicable Subsidiaries, or to provide any such information regarding the Post-Distribution operation of the LQ Parent Retained Business or the Separated Real Estate Business, as applicable.

Section 9.2. Retention of Records . Subject to Section 9.1, if any of the Parties or their respective Subsidiaries intends to dispose of any documentation relating to the Taxes of the Parties or their respective Subsidiaries for which another Party to this Agreement may be responsible pursuant to the terms of this Agreement (including, without limitation, Tax Returns, books, records, documentation, and other information, accompanying schedules, related work papers, and documents relating to rulings or other determinations by Taxing Authorities), such Party shall or shall cause written notice to the other Parties describing the documentation to be destroyed or disposed of sixty (60) Business Days prior to taking such action. The other Parties may arrange to take delivery of the documentation described in the notice at their expense during the succeeding sixty (60) Business Day period.

ARTICLE X

ALLOCATION OF TAX ATTRIBUTES AND OTHER TAX MATTERS

Section 10.1. Allocation of Tax Attributes . LQ Parent shall in good faith advise CPLG in writing of the portion, if any, of any Tax Attributes, earnings and profits, or other consolidated, combined or unitary attribute that LQ Parent determines shall be allocated or apportioned to each Group under applicable Law; provided , however , that such determination shall be made in a manner that is: (a) reasonably consistent with the past practices of the Parties; and (b) in accordance with the rules prescribed by applicable Law, including the Code and the Treasury Regulations. LQ Parent agrees to provide CPLG with all of the information supporting the Tax Attribute and other determinations made by LQ Parent pursuant to this Section 10.1.

Section 10.2. Allocation of Tax Items . All determinations for purposes of this Agreement regarding the allocation of Income Tax items or items relating to Taxes based upon or related to receipts or occupancy or imposed in connection with any sale or other transfer or assignment of property between the portion of a Straddle Tax Period that ends on the

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Distribution Date and the portion that begins the day after the Distribution Date shall be made based on a closing of the books method under the principles of Treasury Regulation 1.1502-76 (and any similar rule under U.S. state, local or non-U.S. Law) as determined by LQ Parent, unless in each case the Parties agree in writing otherwise; provided , however , any Taxes in respect of actions taken outside the ordinary course of business on the Distribution Date but after the Distribution that do not comply with the last sentence of this Section 10.2 shall be deemed to arise the day after the Distribution. All determinations for purposes of this Agreement regarding the allocation of Tax items relating to Taxes not described in the sentence above (such as real or personal property Taxes) between the portion of a Straddle Tax Period that ends on the Distribution Date and the portion that begins the day after the Distribution Date shall be made based on the number of days in each respective period, unless in each case the Parties agree otherwise. Except for the transactions contemplated in the Plan of Reorganization, CPLG shall not (and shall not permit any member of its Group to) take any action outside the ordinary course of business on the Distribution Date but after the Distribution.

ARTICLE XI

DISPUTE RESOLUTION

Section 11.1. Negotiation . In the event of a dispute arising out of or in connection with this Agreement (including its interpretation, performance or validity) (collectively, “ Agreement Disputes ”), the senior tax officers of the Parties (or such other individuals designated thereby) shall negotiate for a maximum of 21 days (or a mutually-agreed extension) (such period of days, the “ Negotiation Period ”) from the time of receipt by a Party of written notice of such Agreement Dispute. The Parties shall not assert the defenses of statute of limitations and laches for any delays arising due to the procedures in Sections 11.1 or 11.2.

Section 11.2. Mediation . If the Parties have not timely resolved the Agreement Dispute under Section 11.1, the Parties agree to submit the Agreement Dispute to mediation no later than 10 days following the end of the Negotiation Period, with such mediation to be conducted in accordance with the Mediation Procedure of the International Institute for Conflict Prevention and Resolution (“ CPR ”). The Parties agree to bear equally the CPR and mediator’s costs for same. The Parties agree to participate in good faith in the mediation for a maximum of 14 days (or a mutually agreed extension). If the Parties have not timely resolved the Agreement Dispute pursuant to this Section 11.2, either Party may then bring an action in accordance with Sections 12.15 and 12.16 herein.

Section 11.3. Confidentiality . All information and communications between the Parties relating to an Agreement Dispute and/or under the procedures in Sections 11.1 and 11.2 shall be considered “Confidential Information” for which the provisions of Section 7.6 of the Distribution Agreement shall apply herein, mutatis mutandis.

Section 11.4. Continuity of Performance . Unless otherwise agreed in writing, the Parties shall continue to perform under this Agreement during the course of dispute resolution under this Article XI with respect to all matters not subject thereto.

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ARTICLE XII

MISCELLANEOUS

Section 12.1. Counterparts . This Agreement may be executed in more than one counterpart, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to the other Parties.

Section 12.2. Survival . Except as otherwise contemplated by this Agreement or the Distribution Agreement, all covenants and agreements of the Parties contained in this Agreement shall survive the Distribution Date and remain in full force and effect in accordance with their applicable terms; provided , however , that all indemnification for Taxes shall survive until ninety (90) days following the expiration of the statute of limitations applicable to the underlying Tax (taking into account all extensions thereof), if any, of the Tax that gave rise to the indemnification; provided , further , that, if notice for indemnification has been given within the applicable survival period, such indemnification shall survive until such time as such claim is finally resolved.

Section 12.3. Notices . All notices, requests, claims, demands, and other communications under this Agreement shall be in English, shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by facsimile with receipt confirmed (followed by delivery of an original via overnight courier service), by registered or certified mail (postage prepaid, return receipt requested) or by e-mail to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 12.3):

To LQ Parent:

La Quinta Holdings Inc.

909 Hidden Ridge, Suite 600

Irving, Texas 75038

Attn: Paul Cash

Email: paul.cash@wyndham.com

Phone: (973) 753-6333

Facsimile: (973) 753-6207

with a copy (which shall not constitute notice) to:

Wyndham Hotel Group, LLC

22 Sylvan Way Parsippany, NJ 07054

Attn: Chief Operating Officer

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Facsimile: (973) 753-6760

- and -

Wyndham Hotel Group, LLC

22 Sylvan Way Parsippany, NJ 07054

Attn: General Counsel, Wyndham Hotel Group

Facsimile: (973) 753-6760.

To CPLG:

CorePoint Lodging Inc.

909 Hidden Ridge, Suite 600

Irving, Texas 75038

Attn: Mark Chloupek

Email: Mark.Chloupek@corepoint.com

Phone: (972) 893-3199

Facsimile: (972) 893-3499

with a copy (which shall not constitute notice) to:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

Attn: Eric M. Swedenburg

Email: ESwedenburg@stblaw.com

Phone: (212) 455-2225

Facsimile: (212) 455-2502

Section 12.4. Waivers . Any consent required or permitted to be given by any Party to the other Parties under this Agreement shall be in writing and signed by the Party giving such consent and shall be effective only against such Party (and its Group). Notwithstanding the foregoing, prior to the Effective Time, no waiver of any provision hereof or consent required or permitted to be given by LQ Parent under this Agreement, or failure of LQ Parent to require performance by any CPLG or any member of its Group of any provision in this Agreement, shall be permitted without the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed).

Section 12.5. Assignment . This Agreement may not be assigned without the express prior written consent of the other Parties and Buyer, and any attempted assignment, without such consents, will be null and void; provided , however , that this Agreement shall be assignable in whole in connection with a merger or consolidation or the sale of all or substantially all the assets of a Party hereto so long as the resulting, surviving or transferee entity assumes all the obligations of the relevant Party hereto by operation of law or pursuant to an agreement in form and substance reasonably satisfactory to the other Parties to this Agreement.

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Section 12.6. Successors and Assigns . The provisions of this Agreement and the obligations and rights hereunder shall be binding upon, inure to the benefit of and be enforceable by (and against) the Parties and their respective successors and permitted transferees and assigns.

Section 12.7. Termination and Amendment . This Agreement (including indemnification obligations hereunder) may be terminated, modified or amended and each Distribution may be amended, modified or abandoned at any time prior to the Effective Time by and in the sole discretion of LQ Parent without the approval of CPLG or the stockholders of LQ Parent; provided, that the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed) will be required for any termination, modification or amendment of this Agreement and/or any amendment, modification or abandonment of the Distribution. In the event of such termination, no Party shall have any liability of any kind to any other Party or any other Person. After the Effective Time, this Agreement may not be terminated, modified or amended except by an agreement in writing signed by a duly authorized representative of each of LQ Parent and CPLG.

Section 12.8. No Circumvention . The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group to take any actions (including the failure to take a reasonable action), such that the resulting effect is to undermine materially the effectiveness of any of the provisions of this Agreement.

Section 12.9. Subsidiaries . Each of the Parties shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary of such Party or by any entity that becomes a Subsidiary of such Party on and after the Effective Time, to the extent such Subsidiary remains a Subsidiary of the applicable Party.

Section 12.10. Third Party Beneficiaries . Except for Buyer (and any entity to which Buyer assigns its rights in accordance with Section 8.7 of the Merger Agreement), who is an intended third party beneficiary of this Agreement, this Agreement is solely for the benefit of the Parties and should not be deemed to confer upon third parties any remedy, claim, liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement.

Section 12.11. Title and Headings . Titles and headings to sections herein are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

Section 12.12. Schedules . The Schedules shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein.

Section 12.13. Specific Performance . In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the Party who is or is to be thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief of its rights under this Agreement, in addition to any and all other rights

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and remedies at law or in equity, and all such rights and remedies shall be cumulative. The Parties agree that the remedies at law for any breach or threatened breach, including monetary damages, may be inadequate compensation for any loss and that the Parties may be irreparably harmed as a result. Accordingly, any defense in any action for specific performance that a remedy at law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are waived by the Parties to this Agreement.

Section 12.14. Governing Law . This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware without reference to any choice-of-law or conflicts of law principles that would result in the application of the laws of a different jurisdiction.

Section 12.15. Consent to Jurisdiction . Each Party irrevocably submits to the exclusive jurisdiction of (a) the Court of Chancery of the State of Delaware or (b) if such court does not have subject matter jurisdiction, any other state or federal court located within the County of New Castle in the State of Delaware, to resolve any Agreement Dispute that is not resolved pursuant to Sections 12.1 or 12.2. Any judgment of such court may be enforced by any court of competent jurisdiction. Further, notwithstanding Sections 12.1 and 12.2, either Party may apply to the above courts set forth in Section 12.15(a) and 12.15(b) above for a temporary restraining order or similar emergency relief during the process set forth in Sections 12.1 and 12.2. Each of the Parties agrees that service by U.S. registered mail to such Party’s respective address set forth above shall be effective service of process for any of the above Actions and irrevocably and unconditionally waives any objection to the laying of venue of any Action in accordance with this Section 12.15. Nothing in this Section 12.15 shall limit or restrict the Parties from agreeing to arbitrate any Agreement Dispute pursuant to mutually-agreed procedures.

Section 12.16. Waiver of Jury Trial . EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING ANY AGREEMENT DISPUTE.

Section 12.17. Interpretation . The Parties have participated jointly in the negotiation and drafting of this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

Section 12.18. Changes in Law .

(a) Any reference to a provision of the Code, Treasury Regulations, or a Law of another jurisdiction shall include a reference to any applicable successor provision or Law.

(b) If, due to any change in applicable Law or regulations or their interpretation by any court of Law or other governing body having jurisdiction subsequent to the date hereof, performance of any provision of this Agreement or any transaction contemplated hereby shall become impracticable or impossible, the Parties hereto shall use their commercially reasonable best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such provision.

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Section 12.19. Severability . If one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The Parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Section 12.20. Tax Sharing Agreements . All Tax sharing, indemnification and similar agreements, written or unwritten, as between one Party or its Subsidiaries, on the one hand, and any other Party or its Subsidiaries, on the other hand (other than this Agreement, the Distribution Agreement any other Specified Ancillary Agreement or any agreement solely between LQ Parent and any of its Subsidiaries), shall be or shall have been terminated as of the Distribution Date and, after the Distribution Date, none of the Parties (or their Subsidiaries) to any such Tax sharing, indemnification or similar agreement shall have any further rights or obligations under any such agreement.

Section 12.21. Exclusivity . Except as specifically set forth herein or in the Distribution Agreement or any other Specified Ancillary Agreement, all matters related to Taxes or Tax Returns of the Parties and their respective Subsidiaries shall be governed exclusively by this Agreement. In the event of a conflict between this Agreement, the Distribution Agreement or any Specified Ancillary Agreement this Agreement shall govern and control.

Section 12.22. No Waiver . No failure to exercise and no delay in exercising, on the part of any Party, any right, remedy, power or privilege hereunder shall operate as a waiver hereof or thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. No waiver shall be effective unless it is in writing and is signed by the Party asserted to have granted such waiver.

Section 12.23. No Duplication; No Double Recovery . Nothing in this Agreement is intended to confer to or impose upon any Party a duplicative right, entitlement, obligation, or recovery with respect to any matter arising out of the same facts and circumstances.

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed the day and year first above written.

Schedule A

1) Audits of any U.S. federal Income Tax Returns of La Quinta Corporation and BRE/LQ Operating Lessee Inc. for the 2010 through 2013 taxable years.

2) Audits of any U.S. federal Income Tax Returns of La Quinta Corporation and BRE/LQ Operating Lessee Inc. for the period beginning January 1, 2014 and ending April 14, 2014.

3) Audits of any U.S. federal Income Tax Returns for Lodge Holdco II L.L.C. for the period beginning January 1, 2014 and ending April 14, 2014.

Exhibit 10.2

MASTER TRANSITION SERVICES AGREEMENT

by and between

LA QUINTA HOLDINGS INC.

and

COREPOINT LODGING INC.

Dated as of May 30, 2018

TABLE OF CONTENTS

MASTER TRANSITION SERVICES AGREEMENT

This Master Transition Services Agreement (this “ Agreement ”) is entered into as of May 30, 2018, by and between La Quinta Holdings Inc., a Delaware corporation (“ LQ Parent ”), and CorePoint Lodging Inc., a Maryland corporation (“ CPLG ”). Each of LQ Parent and CPLG is sometimes referred to herein as a “ Party ” and, collectively, as the “ Parties .” Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in the Separation and Distribution Agreement, entered into on the date hereof, by and between LQ Parent and CPLG (as such may be amended from time to time, the “ Distribution Agreement ”).

W I T N E S S E T H :

WHEREAS, the Board of Directors of LQ Parent has determined that it is advisable and in the best interests of LQ Parent and its stockholders to separate, pursuant to and in accordance with the Distribution Agreement, LQ Parent into two separate, publicly traded companies, one for each of (i) the LQ Parent Retained Business, which shall be owned and conducted, directly or indirectly, by LQ Parent and (ii) the Separated Real Estate Business, which shall be owned and conducted, directly or indirectly, by CPLG (which will elect to be a REIT);

WHEREAS, prior to the Distribution Date, CPLG and its Subsidiaries received certain services from LQ Parent and its Subsidiaries, and LQ Parent and its Subsidiaries received certain services from CPLG and its Subsidiaries; and

WHEREAS, in order to provide for an orderly transition under the Distribution Agreement, each of LQ Parent and CPLG desires to provide to the other certain services for specified periods following the Distribution Date, all in accordance with and subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements of the Parties contained herein, the Parties agree as follows:

1. Services Provided .

(a) Unless otherwise agreed by the Parties in writing in advance, with respect to each Service (as defined in Section  1(b) ), the Party required to provide such Service is the “ Service Provider ” and the other Party is the “ Service Recipient .” In performing the Services, Service Provider and each of its Affiliates shall provide, or shall use commercially reasonable efforts to ensure that any Third Party Provider (as defined in Section  1(b) ) provide, the Services in the same manner, within the same amount of time and at the same level of service (including, as applicable, with respect to type, scope, frequency, quality and quantity), with the same degree of reasonable skill and care and with the same level of security and control as provided and used in providing the Services during the twelve (12) month period prior to the Distribution Date (excluding any actions taken in contemplation of the Distribution) (or, if a Third Party Provider is providing Services that were not provided to Service Recipient during the twelve (12) month period prior to the Distribution Date as provided in Section  1(b) , then use such efforts to ensure such Third Party Provider shall perform such Services in accordance with customary industry practices for the provision of such Services). If there is a material change in the type, scope,

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frequency, quality or quantity of Services with respect to Service Recipient’s business following the date hereof (including as a result of an increase in volume of Service Recipient’s business as conducted or a change in the manner in which Service Recipient’s business is being conducted), including which change would result in an increase in Service Provider’s costs in any material respect that are not fully reimbursed hereunder, then Service Recipient shall be permitted to request such change or increase in the type, scope, frequency, quality or quantity of Services, and the Service Provider shall consider such request in good faith, including the corresponding increase in the calculation of the Applicable Rate. If such request is approved by the Service Provider, the Parties shall subsequently amend Schedule A to reflect any applicable changes.

(b) During the period commencing on the Distribution Date and ending on the date that is twelve (12) months from the date hereof, unless an earlier or later date is otherwise specified for a Service on Schedule A hereto (for each such Service, such end date, as it may be extended pursuant to this Section  1(b) , being herein referred to as the “ Termination Date ,” with Schedule A being herein referred to as the “ Services Schedules ”), Service Provider shall provide, shall cause one or more of its Affiliates to provide, or shall cause a contractor, subcontractor, vendor or other third-party service provider (each, a “ Third Party Provider ”) to provide, upon the terms and subject to the conditions set forth herein, the services described on the Services Schedules (the “ Services ”); provided , Service Provider shall obtain the consent of Service Recipient (not to be unreasonably withheld, delayed or conditioned) in the event any such Service is to be provided by a Third Party Provider or Affiliate (other than a Subsidiary) if such Services were not provided by such Third Party Provider or Affiliate to Service Recipient during the twelve (12) month period prior to, the Distribution Date (“ Look Back ”) and the provision of such Services by such Third Party Provider or Affiliate would materially adversely affect the level of service, security or control of such Service or the scope or content thereof required pursuant to Sections 1(a) and 4(a) above, and Service Provider shall use the same degree of care in selecting any Third Party Provider as it would if such Third Party Provider were being retained to provide similar services to Service Provider; provided further , Service Provider shall remain liable for the performance by any such Third Party Provider or Affiliate of its obligations hereunder. Service Recipient may elect to extend the Termination Date applicable to a Service for one (1) month (the “ Extension Period ”) by providing Service Recipient written notice of such extension no less than thirty (30) days’ prior to the applicable Termination Date. In the event Service Recipient requires a Service beyond such Extension Period, Service Recipient shall provide Service Provider with a written notice of extension no later than fifteen (15) days prior to the expiration of the Extension Period for such Service, indicating the period during which Service Recipient wishes to receive such Service after the date of the expiration of the Extension Period, and the Service Provider shall consider such request in good faith, including the terms and conditions of such extension.

(c) Irrespective of whether Service Provider, a Third Party Provider or Affiliate is providing a Service, Service Recipient may direct that any such Service be provided directly to Service Recipient or any other member of such Party’s Group. Each Service shall include, where provided during the Look Back, all functions, responsibilities, activities and tasks, and the materials, documentation, resources, rights and licenses to be used, granted or provided by Service Provider that are not specifically described in this Agreement as part of such Service, but are incidental to, and would normally be considered an inherent part of, or necessary subpart included within, such Service or are otherwise necessary to such Service.

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Notwithstanding any other provision of this Agreement, a Service Provider shall not be obligated to provide, or cause to be provided, any Services to the extent such provision would materially increase or change Service Provider’s or its Affiliates’ burden with respect to compliance with any applicable Laws unless Service Recipient agrees to bear all associated costs and expenses with respect to such increased compliance burden. For the avoidance of doubt, each of Service Provider and Service Recipient shall be responsible for its own respective compliance with any all Laws applicable to the provision or receipt of the Services pursuant to this Agreement.

(d) Each Service provided hereunder shall be terminated on its applicable Termination Date, unless otherwise terminated earlier by Service Recipient or Service Provider pursuant to Section  11 . If requested by Service Recipient, in connection with the expiration or the earlier termination or reduction of any Service or this Agreement, Service Provider shall use, and shall cause its Affiliates to use, commercially reasonable efforts to reasonably assist Service Recipient, as may be reasonably requested by Service Recipient, in connection with the transition of the provision of the Services by Service Provider to the provision of the Services by Service Recipient and/or any other Affiliate of Service Recipient and/or any of their third-party contractors, taking into account the objective of minimizing the disruption to Service Recipient’s business.

(e) Limitations on Services .

(i) Notwithstanding anything to the contrary contained herein or in the Services Schedules, Service Provider shall have no obligation under this Agreement to: (1) operate the business of Service Recipient or any members of the Service Recipient’s Group or any portion thereof; (2) advance funds; (3) provide any Service to the extent that the provision of such Service would require Service Provider to violate any applicable Law; (4) provide any Service to the extent Service Recipient has breached (or through its actions or omissions has caused Service Provider to be in breach of or default under) or Service Provider would breach any applicable obligations under, or requirements of, any contract or arrangement with any Third Party Provider (“ Third Party Provider Use Requirements ”) engaged with respect to such Service ( provided that Service Recipient shall first be permitted to attempt to cure such breach or default within thirty (30) days from receipt of notice thereof if such breach or default is capable of being cured); (5) implement processes, plans or initiatives developed, acquired or utilized by Service Recipient after the Distribution Date except as otherwise agreed; or (6) perform or cause to be performed any of the Services for the benefit of any third party.

(ii) All employees and representatives of Service Provider, members of its Group and its Affiliates shall be deemed for all purposes to be employees or representatives of Service Provider, members of its Group or such Affiliates, as applicable. In performing the Services, such employees and representatives shall be under the direction, control and supervision of Service Provider, members of its Group or the applicable Affiliate thereof, and Service Provider, members of its Group and its Affiliates shall have the sole right to exercise all authority with respect to the employment (including termination of employment), assignment and compensation of such employees and representatives.

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2. Consideration .

(a) Costs and Fees .

(i) Subject to Sections 2(a)(v) and 2(a)(vi) , for each Service, Service Recipient shall pay (in accordance with Section  2(b) ) Service Provider an amount equal to the Applicable Rate. The “ Applicable Rate ” for each Service shall be an amount equal to the rate as set forth on the applicable Services Schedule (which rate reflects the Parties’ good faith estimate as to the cost of such Service to Service Provider, excluding any sales, transfer, goods, services, value added, use, gross receipts or similar taxes, fees, charges, penalties, fees, or assessments related to the Services (“ Service Taxes ”)) or, if a Services Schedule is silent regarding such rate, the Service Provider’s allocated costs (including salary, wages and benefits) for any of its (or its Affiliates’) employees involved in providing Services; provided that , any fees or costs incurred in connection with any Third Party Consent or Alternative Method in accordance with Section  3(c) shall be borne equally by Service Recipient and Service Provider. Service Recipient shall pay all Service Taxes assessed with respect to any Service, plus such additional amounts so that after any required deduction or withholding for such Service Taxes, the Service Provider receives the same amount that it would have received but for the deduction or withholding. Service Provider may invoice Service Recipient for Services Taxes if required under Law.

(ii) Service Provider shall use commercially reasonable efforts to retain its workforce required to provide the Services. Service Provider shall be responsible for Service Provider’s severance costs incurred as a result of terminating an employee who is primarily engaged in providing a Service in connection with the termination of such Service.

(iii) Unless the Parties otherwise agree in writing, (1) where Services are provided in a country outside of the United States by a Person located in the same country, amounts shall be invoiced and paid in the local currency of the Person providing the Services and (2) if payments are to be made between Persons not within the same country, such amounts shall be invoiced and paid in U.S. Dollars. To the extent necessary, local currency conversion on any such invoice shall be based on Service Provider’s internal exchange rate for the then-current month, based upon the average for such month, as calculated consistently with how such local currency conversion was calculated in the twelve (12) month period prior to the Distribution Date.

(iv) All charges based on a monthly or other time basis will be pro-rated based on actual calendar days elapsed during the period of service.

(v) With respect to any Service that a Service Provider provides or causes an Affiliate to provide to itself or its Affiliates that is the same or substantially similar to a Service provided to Service Recipient or its Subsidiaries hereunder (such service, a “ Self-Service ”), if Service Provider determines to no longer provide such Self-Service to itself or its Affiliates, Service Provider shall notify Service Recipient of such termination no later than the number of days prior to such termination as is provided in Section  11(b) for

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terminating the corresponding Service. In no event shall a termination of a Self-Service result in an increase in the Applicable Rate. Notwithstanding the foregoing, Service Provider shall continue to provide the Service in accordance with the provisions of this Agreement, unless such Service is otherwise terminated pursuant to Section  11 , and Service Provider shall not be permitted to terminate any Self-Service prior to the Termination Date for the applicable Service if such termination would materially adversely affect the level of service, security or control of such Service or the scope or content thereof required pursuant to Sections 1(a) and 4(a) .

(vi) If Service Recipient terminates a Service prior to the end of the Termination Date applicable for the corresponding Service pursuant to Section  11(b) , Service Recipient shall be relieved of its obligation to pay for such Service from and including the early termination date for such Service. In connection with any reduction by Service Recipient pursuant to Section  11(b) of a Service that does not constitute a full termination of a Service, the Parties will cooperate in good faith to determine an appropriate reduction (if any) in the Applicable Rate for such reduced Service.

(b) Invoices and Payment .

(i) Service Provider shall invoice Service Recipient for the amounts owed hereunder in arrears on a calendar monthly basis, and shall provide reasonable documentation supporting such amounts owed pursuant to Section  2(a) , including invoices from Third Party Providers. For each month, the Parties shall coordinate the delivery of invoices and the Party owing the larger amount (the “Payor”) shall offset the amount owed by the other Party (the “Payee”) and shall make one payment to the Payee which reflects the net amount under all such invoices by electronic transfer of immediately available funds not later than forty-five (45) days after the date of Payee’s invoice. In the event Payor does not pay Payee in accordance with the terms hereof, such amount so payable and past due shall accrue interest from the forty-fifth (45 ^th ) day after the date of the Payee’s invoice or the date of termination, as applicable, to the receipt of payment at a rate per month equal to the lower of one percent (1%) and the highest rate permitted by Law (the “ Interest Rate ”) until such amounts, together with all accrued and unpaid interest thereon, are paid in full.

(ii) In the event that Service Recipient in good faith disputes an invoice submitted by Service Provider, Service Recipient may withhold payment of any amount subject to the dispute; provided , however , that (x) Service Recipient shall continue to pay all undisputed amounts in accordance with the terms hereof, and (y) Service Recipient shall notify Service Provider, in writing, of any disputed amounts and the reason for any dispute by the due date for payment of the invoice containing any disputed charges. In the event of a dispute regarding the amount of any invoice, the Parties shall use all reasonable efforts to resolve such dispute within thirty (30) days after Service Recipient provides written notification of such dispute to Service Provider. Each Party shall provide full supporting documentation concerning any disputed amount or invoice within twenty (20) days after written notification of the dispute. Unpaid fees that are under good faith dispute shall not be considered a basis for default hereunder. To the extent that a dispute regarding the amount of any invoice cannot be resolved pursuant to this Section  2(b)(ii) , the dispute resolution procedures set forth in Section  9 herein shall apply.

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(c) Migration and Integration; Disconnection and Disintegration .

(i) Service Recipient shall be responsible for planning, preparing and integrating the transition of the provision of each of the Services to its own internal organization or other third-party service providers, and shall use commercially reasonable efforts to prepare, within sixty (60) days after the Distribution Date (“ Migration Planning Period ”), a plan in order to transition off each Service by the end of the term for such Service (“ Migration Plan ”); provided , however , that Service Recipient will not be deemed to have violated its obligations with respect to preparation of the Migration Plan if Service Recipient (1) fails to complete the Migration Plan within the Migration Planning Period, (2) has been working, and thereafter continues to work, in good faith and without undue delay to expeditiously prepare the Migration Plan and (3) completes the Migration Plan no later than ninety (90) days after the Distribution Date. At Service Recipient’s reasonable request, Service Provider shall reasonably assist, and shall use commercially reasonable efforts to cause any Third Party Provider to reasonably assist, Service Recipient in connection with the implementation of Service Recipient’s transition plan, which may include consulting and training and providing reasonable access to its data and other information and to Service Provider’s employees, but which shall take into account the need to minimize the cost of such migration and the disruption to the ongoing business activities of Service Provider and its Affiliates and shall not unduly burden or interfere with Service Provider’s business and operations. Service Provider shall have no obligation, in connection with the Service Recipient’s migration or transition of Service Recipient from the Services to other services, to negotiate agreements for Service Recipient, install, implement, or integrate any systems, networks, or other IT infrastructure, convert or migrate data, or undertake any similar activities.

(ii) In furtherance of the foregoing, Service Recipient shall use commercially reasonable efforts to make or obtain any approvals, permits and licenses and implement any systems as may be necessary for it to perform the Services independently in each applicable jurisdiction as soon as practicable following the Distribution Date.

3. Cooperation .

(a) It is understood that it will require significant efforts by the Parties to implement this Agreement and ensure performance hereunder. The Service Recipient shall: (i) once the other Party has informed the Service Recipient of its need for information, cooperate with and provide such information and documentation to the other Party as is reasonably necessary for Service Provider to perform the Services and for Service Recipient to meet its obligations under this Agreement; (ii) notify the other Party of any changes to operating environments or key personnel to the extent related to the provision of the Services; (iii) provide timely decisions, approvals and acceptances required to perform the obligations hereunder in a timely and efficient manner; and (iv) perform such other duties and tasks as may be reasonably required to permit Service Provider to perform the Services or for Service Recipient to meet its obligations under this Agreement, including (A) cooperating in obtaining any Third Party

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Consents necessary to facilitate Service Provider’s ability to provide the Services and (B) upon thirty (30) days’ prior written notice by Service Provider, conducting such testing as may be reasonably required by Service Provider in connection with any updates or changes to the applicable systems or processes involved in providing a Service. Service Provider shall not be deemed to be in breach of its obligations to provide or make available any Service to the extent that Service Recipient has not provided information or access to appropriate personnel, facilities, or assets that are reasonably necessary for the performance of such Service. Service Provider (or an Affiliate or Third Party Provider designated by such Service Provider) shall be entitled to rely upon the genuineness, validity or truthfulness of any document, instrument or other writing presented by Service Recipient in connection with this Agreement.

(b) Upon Service Recipient’s written request and without prejudice to Service Recipient’s direct rights against a Third Party Provider, Service Provider shall use commercially reasonable efforts to request or pass-through any warranty or indemnity under any contract Service Provider or its Subsidiaries may have with a Third Party Provider with respect to any Service to be provided to Service Recipient by such Third Party Provider.

(c) Service Provider shall use commercially reasonable efforts to (and Service Recipient shall cooperate with Service Provider to) obtain in a cost effective manner any necessary waivers, permits, license, consents or similar approvals with respect to agreements with third parties in order for Service Provider to provide the Services directly or indirectly (any such waiver, permit, consent, license or similar approval, a “ Third Party Consent ”). If a Third Party Consent cannot be obtained on reasonable terms or after using commercially reasonable efforts, Service Provider will use commercially reasonable efforts to arrange for an alternative method of obtaining any such Service on Service Recipient’s behalf in a cost effective manner (“ Alternative Method ”), which may include Service Provider providing such Service itself. If there is any Third Party Consent which was not required as of the date hereof but will subsequently be required before the Termination Date for a particular Service, Service Provider shall identify in writing to Service Recipient such Third Party Consent prior to the later of (x) thirty (30) days of the date hereof and (y) three (3) Business Days of Service Provider becoming aware that such Third Party Consent is required.

4. Performance Standard; Reports; Personnel .

(a) Except as otherwise expressly provided in the Services Schedule and Section  1(a) herein, nothing in this Agreement shall require or be interpreted to require Service Provider to provide a Service to Service Recipient beyond the scope and content of such Service as provided by Service Provider to the LQ Parent Retained Business or Separated Real Estate Business, as the case may be (the “ Applicable Business ”), during the twelve (12) month period prior to the Distribution Date, excluding any actions taken in contemplation of the Distribution (or, if a Third Party Provider is providing Services that were not provided to Service Recipient during the twelve (12) month period prior to the Distribution Date as provided in Section  1(b) , then as provided by such Third Party Provider to the LQ Parent Retained Business or Separated Real Estate Business, as the case may be, during the twelve (12) month period prior to the Distribution Date).

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(b) Service Provider shall not make changes in the manner of providing a Service unless (i) such changes are immaterial or do not materially adversely affect the level of service, security or control of such Service or the scope or content thereof required pursuant to Sections 1(a) and 4(a) above, (ii) such changes are required by Service Provider or Service Recipient pursuant to applicable Law (including changes required by Service Provider or Service Recipient in connection with the provision of the Services to the other Party) or (iii) Service Recipient provides its prior written consent (which shall not be unreasonably withheld, conditioned or delayed) to such changes. All Services shall be performed in compliance with applicable Law, including all applicable U.S. and non-U.S. laws and regulations relating to export controls, sanctions, and imports, including without limitation those regulations maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control and the U.S. Department of Commerce, Bureau of Industry and Security.

(c) In performing the Services, Service Provider shall prepare and furnish to Service Recipient reports concerning the Services with such reports to contain substantially the same data, in substantially the same format, and prepared and delivered on substantially the same timetable, as reports prepared during the twelve (12) month period prior to the Distribution Date (excluding any reports solely prepared in contemplation of the Distribution), except as may be otherwise required by Service Recipient or Service Provider pursuant to applicable Law. Upon Service Recipient’s written request for reasonable modifications to the reporting and data transfer practices reasonably required to assist Service Recipient in transitioning off the Service, Service Provider shall cooperate and consult in good faith with Service Recipient to make such modifications; provided that if Service Provider reasonably determines in its sole discretion that any such modification may cause Service Provider to be in breach of its obligations to the other Party hereunder (including as a result of breaching its obligations as a Service Provider to the other Party as Service Recipient), then Service Provider shall not be under any obligation to make such modifications.

(d) Service Provider shall use commercially reasonable efforts consistent with past practice to make available such personnel as may be required to provide the Services. Service Provider shall have the right to designate which personnel it will assign to perform the Services; provided that the personnel performing the Services shall have substantially the same expertise as the personnel performing such Services (or similar Services) for Service Provider’s own business at such time. Service Provider also shall have the right to remove and replace any such personnel at any time or designate any of its Subsidiaries or a Third Party Provider (subject to Section  1(b) herein) at any time to perform the Services; provided , however , that Service Provider shall use its commercially reasonable efforts consistent with past practice to limit the disruption to Service Recipient in the transition of the Services to different personnel. Subject to and consistent with Section  2(a)(ii) , Service Provider shall have no obligation to retain any particular individual employee or any particular Third Party Provider or to employ additional personnel in order to provide a particular Service.

(e) In the event Service Recipient or any of its Subsidiaries hires away an employee of Service Provider or its Subsidiaries, and prior to being hired away by Service Recipient such employee was providing Services to Service Recipient, Service Provider shall have the option, in its sole discretion (in addition to any other remedies available to it under the Distribution Agreement or otherwise), upon ten (10) Business Days’ written notice to Service

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Recipient to reduce its obligations with respect to such Service (with a proportionate reduction in the applicable portion of the Applicable Rate) effective on the date of such employee’s termination of employment with Service Provider. Any provision of Service thereafter pursuant to such a reduction in Service Provider’s obligations shall be deemed to be consistent with Service Provider’s obligations under this Agreement, so long as Service Provider satisfies the other obligations contained in this Section  4 with respect to such Service. Notwithstanding the foregoing, nothing in this Section  4(e) shall be deemed to modify, amend or waive the non-solicitation and no-hire restrictions set forth in Section 5.3 of the Distribution Agreement.

(f) Each Party agrees that it shall take appropriate action by instruction of or agreement with its personnel (including any Third Party Provider) to ensure that all such personnel performing or otherwise involved with Services shall comply with all of the terms and conditions of this Agreement.

(g) In the event Service Provider has received a notice of default, breach or error in the performance of a Service hereunder (including as a result of substantial errors in the performance of such Service), it will use its commercially reasonable efforts to cure such default, breach or error. In the event Service Provider is unable to cure such default, breach or error within thirty (30) days from receipt of notice thereof, in addition to the rights available under Section  11 , there shall be an adjustment to the Applicable Rate to reflect the costs to Service Recipient associated with curing such default, breach or error, including any reasonable out-of-pocket costs and expenses incurred by Service Recipient in retaining any Third Party Provider to provide such Service or in providing such Service itself.

(h) Each Party shall notify the other Party as promptly as practicable after becoming aware of any breach of this Agreement committed by either it or any of its Affiliates or Third Party Providers. Service Provider shall notify Service Recipient of any event of which it becomes aware that may reasonably be expected to materially impact a Service provided hereunder, which may include a Termination Notice (as defined in Section  11(b) ) provided by the other Party as Service Recipient hereunder or a notice of termination of a Self-Service, issued pursuant and in accordance with, Section  2(a)(v) .

5. New Services .

If, after the date hereof and on or prior to thirty (30) days following the Effective Time, the Parties determine that a service required by Service Recipient and provided by Service Provider or one of its Subsidiaries to the Applicable Business during the Look Back prior to the Distribution Date was omitted from the Services Schedules, Service Recipient may request that Service Provider perform such service (“ New Service ”) in addition to the Services being provided hereunder. Service Provider shall promptly begin performing any New Service consistent with past practice upon a timely written request from Service Recipient (which request may be in the form of email) including (i) a description of the work Service Recipient anticipates being performed by Service Provider in connection with such New Service and (ii) a schedule for commencing and completing such New Service, and Service Provider and Service Recipient shall enter into good faith negotiations to agree to an amendment to the Services Schedules providing for such New Service for a mutually agreed-upon time period, with the Applicable Rate as provided for in Section  2(a)(i) , calculated as if the amendment to the Services Schedule

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for such New Service were silent regarding costs and expenses (such amendment or deemed amendment pursuant to the foregoing proviso, an “ Additional Service Schedule Amendment ”). Any New Service shall be considered a Service hereunder and the Services Schedules shall incorporate, and be deemed to be duly amended by, such Additional Service Schedule Amendment.

6. Intellectual Property; IT Security .

(a) Except as provided in the Services Schedules, the Applicable Rate shall include the allocable portion of any amounts that are required to be paid by Service Provider to any third party licensors of software that is used by Service Provider in connection with the provision of any Services hereunder, including (i) license, right-to-use and royalty fees, but excluding (ii) any amounts required to obtain the consent of such licensors to allow Service Provider to provide any of the Services hereunder. Service Recipient agrees to comply and cause its Subsidiaries to comply with the terms of any license or other agreement of Service Provider or any of its Subsidiaries relating to software that is provided to Service Recipient and is used in connection with the provision of any Services hereunder, including as specified in the Third Party Provider Use Requirements; provided that in the event that Service Provider enters into new software licenses after the Distribution Date, Service Provider may provide Service Recipient the prior opportunity to review and confirm its ability to comply therewith, which it shall do in good faith. In the event that Service Recipient provides notice of its inability to comply therewith, Service Provider may at its sole discretion discontinue its provision of any Services under such new software licenses effective thirty (30) days after notice of the same, and Service Recipient shall indemnify Service Provider for any claims by third parties arising out of or in connection with Service Recipient’s noncompliance or violation of such software licenses; provided that, for the avoidance of doubt, Service Recipient’s delivery of such notice will not affect Service Recipient’s obligation to comply with all Third Party Provider Use Requirements applicable to Services already in use by Service Recipient. Subject to the foregoing, Service Provider shall use commercially reasonable efforts to obtain any consent that may be required from such licensors in order to provide any of the Services hereunder and the Parties shall cooperate to identify any material licenses or consents necessary for such provision and shall use commercially reasonable efforts to minimize the costs associated therewith.

(b) If the receipt or provision of any Service hereunder requires the use by a Party of the patents, know-how, trade secrets, methods and processes (excluding Customer Information and Loyalty Program Information) of the other Party, then, subject to applicable restrictions contained in Service Provider’s contracts with Third Party Providers, such Party and its Subsidiaries shall have the non-exclusive, royalty-free, non-sublicensable (except as required for its and its Subsidiaries’ receipt or provision of Services) right and license to use such Intellectual Property for the sole purpose of, and only to the extent necessary for, the receipt or provision of such Services hereunder, pursuant to the terms and conditions of this Agreement. Upon the Termination Date applicable to such Service, or the earlier termination of any Services in accordance with Section  11 , the license herein to the applicable Intellectual Property will terminate, and the applicable Service Recipient and/or Service Provider shall cease all use of the Intellectual Property licensed hereunder. The applicable Service Recipient and/or Service Provider acknowledges that it will acquire no right, title or interest (including any license rights or rights of use) in any firmware or software, or the licenses therefor which are held by the

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applicable Service Provider and/or Service Recipient, by reason of the provision or receipt of the Services provided hereunder, except to the extent that any such license rights or rights of use are provided for in a written agreement signed by Service Provider and Service Recipient. Nothing in this Section  6(b) shall be deemed to limit, modify or terminate any License Agreement between the Parties.

(c) Subject to the limited licenses granted in Section  6(b) , each Party shall exclusively own any Intellectual Property that it creates, develops or invents in connection with the provision of any Services hereunder.

(d) While using or accessing any computers, systems, software, networks, information technology or related infrastructure or equipment (including any data stored thereon or transmitted thereby) (“ Systems ”) of the other Party (whether or not a Service), each Party shall, and shall cause each of its Subsidiaries to, adhere in all respects to the other Party’s controlled processes, policies and procedures (including any of the foregoing with respect to Confidential Information, data, communications and system privacy, operation, security and proper use) as in effect on the Distribution Date or as communicated to such Party from time to time in writing.

(e) Service Provider and Service Recipient shall each maintain reasonable, current security measures (i) to prevent unauthorized access to its systems and (ii) with respect to all data contained in its facilities, networks and systems and used in connection with the Services. Such measures shall in no event be less stringent than those used to safeguard such Party’s own property, or industry standard security measures used by companies of a similar size. Such measures shall include, where appropriate, use of updated firewalls, virus screening software, logon identification and passwords, encryption, intrusion detection systems, logging of incidents, periodic reporting, and prompt application of current security patches, virus definitions and other updates. Service Recipient shall not install any new equipment, software or technology or modify the setup of any existing equipment, software or technology that is, or will be, connected to Service Provider’s facilities, networks or systems without the prior consent of Service Provider.

(f) Service Provider may suspend Service Recipient’s access (if any) to the information technology or communications systems used by Service Recipient following advance written notice to the extent practicable if, in Service Provider’s reasonable opinion (i) the integrity, security or performance of its systems, or any data stored on them, is being or is likely to be jeopardized by the activities of Service Recipient, or (ii) continued access to those information technology or communications systems by Service Recipient would expose Service Provider to liability. Service Recipient shall take appropriate corrective actions and if such actions fully resolve the matter (as determined by Service Provider in its sole discretion), Service Provider shall restore such access to Service Recipient.

(g) Each Party reserves the right to terminate all Services that provide access to such Party’s information technology or communications systems, in its sole discretion and without limitation or termination liability, if Service Recipient or Service Provider, as applicable, remains in breach of this Section  6 five (5) Business Days after receipt of notice of such breach. Service Provider and Service Recipient acknowledge that the security measures used by the other as of the date of this Agreement are in compliance with this Section  6 .

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(h) Each Party will comply with all applicable privacy and other Laws and regulations relating to protection, collection, use, and distribution of information (including Customer Information) received by a Party in connection with the Services that can be associated with or traced to any individual, including an individual’s name, address, telephone number, e-mail address, credit card information, social security number, or other similar specific factual information, regardless of the media on which such information is stored (e.g., on paper or electronically), and which includes certain of such information that is generated, collected, stored or obtained as part of this Agreement, including transactional and other data pertaining to users (“ Personally Identifiable Information ”). In no event may a Party sell or transfer the other’s Personally Identifiable Information to third parties other than its Affiliates, or otherwise provide third parties other than its Affiliates with access thereto, except (i) as may be allowed pursuant to other written agreements between the Parties, or (ii) in the case of Service Provider, to any of its Third Party Providers assisting Service Provider with the performance of the Services hereunder to the extent reasonably necessary for the performance of such Services. If there is an actual breach of security involving Personally Identifiable Information, the responsible Party will notify the other Party’s counsel within twenty four (24) hours of a management-level associate becoming aware of such occurrence.

(i) Those Third Party Providers (and their personnel) of Service Recipient and Service Provider (or their respective Affiliates) having access to the other Party’s Systems may be required by Service Provider or Service Recipient, as the case may be, to enter into a customary non-disclosure agreement in connection with, and as a condition to, such access.

7. Records .

For a period ending on the later of (x) the seven (7) year anniversary from the close of each fiscal year of the Service Recipient during which Services were provided, and (y) such date as required by Service Provider’s record retention policies, Service Provider shall maintain books and records in sufficient detail to enable an auditor to verify the accuracy, completeness and appropriateness of the charges for the Services hereunder and the cost related thereto, and Service Provider shall provide to Service Recipient, taking into consideration the financial reporting, internal controls and other public company requirements of Service Recipient, all requested information and records reasonably required to maintain full and accurate books relating to the provision of Services after the Distribution Date. Upon reasonable notice and reasonable request from Service Recipient, and at Service Recipient’s sole cost and expense, Service Provider shall, during such period, make available for inspection and copying by Service Recipient’s agents or representatives such information, books and records to the extent directly relating to the Services during reasonable business hours.

8. Force Majeure; Reduction of Services .

No Party (or any Person acting on its behalf) shall have any liability or responsibility for failure to fulfill any obligation (other than a payment obligation) under this Agreement so long as and to the extent to which the fulfillment of such obligation is prevented,

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frustrated, hindered or delayed as a consequence of circumstances of Force Majeure. A Service Provider claiming the benefit of this provision shall, as soon as reasonably practicable: (a) notify Service Recipient of the nature and extent of any such Force Majeure condition and (b) during the duration of the Force Majeure, use diligent efforts to avoid or remove such Force Majeure condition or provide substitute services to Service Recipient and, upon the cessation of such Force Majeure, use diligent efforts to resume performance under this Agreement as soon as feasible. During the period of a Force Majeure condition, to the extent substitute services are not commercially or technically reasonable or feasible, Service Recipient shall be relieved of its obligation to pay for the applicable Services for such period. Notwithstanding the foregoing, Service Recipient shall be entitled to terminate Services so affected by a Force Majeure upon fifteen (15) days’ prior written notice in respect of any such delay or failure resulting from any such Force Majeure without any penalty or obligation to pay for Services not performed. The term of any affected Services will be tolled during such Force Majeure.

9. TSA Managers; Steering Committee; Dispute Resolution .

(a) Each Party shall nominate in writing one representative to act as the primary contact with respect to the provision and receipt of Services (a “ TSA Manager ”), with the initial TSA Managers as listed on Schedule A . Each Party may, at its discretion, from time to time select another individual to serve in this capacity during the term of this Agreement; provided , however , each Party shall notify the other Party promptly (and in any event within five (5) Business Days) of any change in an individual serving in this capacity, setting forth the name and contact information of the replacement, and stating that such replacement is authorized to act for such Party in accordance with this Section  9(a) . Each Party’s TSA Manager (i) will be the primary contact for the other Party in dealing with the first Party under the Agreement, (ii) will have overall responsibility for managing and coordinating the delivery of the Services to be provided by such Party, (iii) will meet regularly or as needed with the other Party’s TSA Manager, (iv) will have the power and authority to make all decisions with respect to actions to be taken by such first Party in the ordinary course of day-to-day management of the Services to be provided by it hereunder, (v) will serve as an escalated point of contact for any Service delivery issues and (vi) will be the initial representative of such first Party with respect to resolution of any Agreement Dispute.

(b) A steering committee (the “ Steering Committee ”) of the TSA Managers, a finance executive from each Party (the “ Finance Officers ”) and corporate counsel from each Party (the “ Legal Officers ”) will have overall responsibility for oversight, administration and issue resolution relating to the performance and migration of Services under this Agreement (including the review of any requests by Service Recipient to increase the type, scope, frequency, quality or quantity of Services pursuant to Section  1(a) or to extend the Termination Date beyond the Extension Period pursuant to Section  1(b) ) . The Steering Committee shall initially be co-chaired by the Finance Officers. The Finance Officers will liaise with the TSA Managers and the Legal Officers to suggest modifications to Services or their costs (as necessary). The Legal Officers will adjust the schedule of Services to reflect changes in scope (as necessary).

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(c) In the event of a dispute arising out of or in connection with this Agreement (including its interpretation, performance or validity) (collectively, “ Agreement Disputes ”), the TSA Managers shall meet as expeditiously as possible to resolve the same. If any Agreement Dispute is not resolved within thirty (30) days, a TSA Manager may notify each Party’s Chief Financial Officer (or such other executive designated thereby), who shall attempt to resolve such Agreement Dispute for a maximum of fifteen (15) days after the prior thirty (30) day period. The relevant Parties shall not assert the defenses of statute of limitations and laches for any delays arising due to the procedures in Sections 9(b) or 9(d) .

(d) If the Parties have not timely resolved the Agreement Dispute under Section  9(c) , the Parties agree to submit the Agreement Dispute within ten (10) days to mediation conducted in accordance with the Mediation Procedure of the International Institute for Conflict Prevention and Resolution (“ CPR ”), and to bear equally the CPR and mediator’s costs for the same. The Parties agree to participate in good faith in the mediation for a maximum of fourteen (14) days (or a mutually agreed extension). If the Parties have not timely resolved the Agreement Dispute pursuant to this Section  9(d) , either Party may then bring an action in accordance with Sections 27 and 28 herein.

(e) In the event of any dispute between the Parties regarding a Service prior to the applicable Termination Date (other than a Party’s failure to pay undisputed amounts due or a termination of a Service or this Agreement), Service Provider shall not discontinue the supply of any such Service during the above dispute resolution process, unless so requested by Service Recipient pursuant to a Termination Notice.

(f) All information and communications between the Parties relating to an Agreement Dispute and/or under the procedures in Sections 9(b) and 9(d) shall be considered “Confidential Information” under Section  13 herein.

10. Disclaimer; Limited Liability ; Indemnity .

(a) Service Recipient acknowledges that Service Provider is not in the business of providing the Services and that the Services being provided pursuant to this Agreement are provided as an accommodation to Service Recipient. Other than in the event of Service Provider’s fraud, gross negligence or willful misconduct, Service Provider will not be liable for any error or omission in rendering Services under this Agreement, or for any defect in Services so rendered; provided that if there is a substantial error in any of the Services, Service Provider shall use commercially reasonable efforts to attempt to correct the error, or if Service Provider is unable to so correct such error, to provide an adjustment to the Applicable Rate for such Service in reasonable proportion to that which the error bears to the Service provided for such month, which adjustment may, pursuant to Section  2(a)(i)(1) , include any reasonable out-of-pocket costs and expenses incurred by Service Recipient in retaining a Third Party Provider to provide such Service or in providing such service itself. Notwithstanding anything to the contrary, other than in the event of Service Provider’s fraud, gross negligence or willful misconduct, neither Service Provider nor its Affiliates will be liable for any damages, fines, penalties, deficiencies, losses, liabilities (including settlements and judgments) or expenses (including interest, court costs, reasonable fees and expenses of attorneys, accountants or other experts and professionals or other reasonable fees and expenses of litigation or other proceedings or of any claim, default or assessment) (“ Losses ”) in connection with, arising out of, or resulting from this Agreement (including breach of Service Provider’s obligations in connection with the Services provided under this Agreement) exceeding the fees paid to the Service Provider from

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the Service Recipient pursuant to this Agreement in respect of the Service from which the Losses result. Service Provider agrees to indemnify, defend and hold harmless Service Recipient and its Affiliates and their respective directors, officers, employees and agents as a result of the fraud, gross negligence or willful misconduct of Service Provider or its Affiliates or any of their respective directors, officers, employees or agents. Service Recipient agrees to indemnify, defend and hold harmless Service Provider and its Affiliates and their respective directors, officers, employees and agents from any Loss arising out of this Agreement other than any Losses that have resulted from the fraud, gross negligence or willful misconduct of Service Provider or its Affiliates or any of their respective directors, officers, employees or agents.

(b) NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED (INCLUDING WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, ACCURACY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION), ARE MADE BY SERVICE PROVIDER OR ANY OF ITS AFFILIATES WITH RESPECT TO THE PROVISION OF SERVICES UNDER THIS AGREEMENT AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH REPRESENTATIONS OR WARRANTIES ARE HEREBY WAIVED AND DISCLAIMED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NOTWITHSTANDING ANYTHING TO THE CONTRARY, UNDER NO CIRCUMSTANCES, INCLUDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY, SHALL SERVICE PROVIDER OR ANY OF ITS AFFILIATES BE LIABLE FOR ANY LOST PROFITS, BUSINESS INTERRUPTIONS, CUSTOMER CLAIMS, REMITTANCES, COLLECTIONS, INVOICES, PENALTIES, INTEREST OR SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES IN CONNECTION WITH, ARISING OUT OF, OR RESULTING FROM THIS AGREEMENT (INCLUDING AS CAUSED BY THE PERFORMANCE OF, ANY DELAY IN THE PERFORMING, FAILURE TO PERFORM OR DEFECTS IN THE PERFORMANCE OF, THE SERVICES CONTEMPLATED TO BE PERFORMED BY SERVICE PROVIDER PURSUANT TO THIS AGREEMENT), REGARDLESS OF WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. Term and Service Termination Dates .

(a) This Agreement (other than the Sections referenced in Section  11 (f) ) shall terminate upon the last of the Termination Dates in respect of all Services to be provided hereunder; provided that the rights of the Parties in respect of any claims that have accrued prior to such termination shall survive such termination.

(b) For each Service, the service period during which Service Provider is obligated to provide such Service to Service Recipient ends as of the Termination Date (as extended pursuant to Section  1(b) ) set forth on the applicable Services Schedule. The Parties agree to reasonably cooperate if necessary to adjust the applicable Termination Date to end on the next date that is the end of a calendar or fiscal month, as deemed appropriate. Service Recipient may terminate or reduce any Service prior to its Termination Date by providing to Service Provider written notice thereof (a “ Termination Notice ”), not less than thirty (30) days before the date of such earlier termination or reduction except as otherwise specified in the

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Services Schedules; provided , however, if the Service requested to be terminated or reduced is being provided by a Third Party Provider, the timing of the effectiveness of such early termination or reduction shall be mutually agreed upon by the Parties so that there is no material disruption to, or additional costs to be incurred with respect to, any Services provided by such Third Party Provider (including services provided by such Third Party Provider that are outside of the scope of this Agreement); provided that if (including if the Services Schedules indicate that) any Service is dependent on one or more other Services, then each such Service must be terminated or reduced together; provided further that any termination or reduction may be on a location by location basis if so indicated on the Services Schedules. Notwithstanding the foregoing, upon the receipt of a Termination Notice, if Service Recipient is unable to transition the applicable Service to itself or its designee in a commercially reasonable manner which does not unduly disrupt the Service on the requested termination date, Service Provider shall use commercially reasonable efforts consistent with past practice to reasonably assist Service Recipient with its transition of such Service as soon as possible, and any resulting third party out-of-pocket costs to Service Recipient shall be paid by Service Recipient; provided , that Service Provider shall use its reasonable best efforts to mitigate all such resulting third party out-of-pocket costs to Service Recipient.

(c) In the event either Party defaults in the performance of any of its obligations under this Agreement, and if such default is not excused and not cured within thirty (30) days after written notice from the other Party specifying such default, then the other Party may at any time thereafter terminate, at its option, this Agreement or any such Service that is the subject of such default by giving five (5) days’ prior written notice.

(d) In the event of termination of this Agreement or any termination of a Service under this Agreement pursuant to this Section  11 , Service Provider shall be entitled to immediate payment of, and Service Recipient shall, within forty-five (45) days, pay to Service Provider, (i) in the event of the termination of this entire Agreement, all accrued amounts for Services and other amounts due under this Agreement as of the date of termination, and (ii) in the event of any termination of a Service under this Agreement pursuant to this Section  11 , all accrued amounts due under this Agreement with respect to such terminated Service as of the date of such partial termination.

(e) At the reasonable request of Service Recipient, upon termination of a Service and/or the termination of this entire Agreement, if Service Provider holds books, records, files, databases, confidential information, or computer software or hardware owned or leased by Service Recipient and used exclusively in connection with the provision of the terminated Services (the “ Materials ”) Service Provider will return all such Materials to Service Recipient promptly upon the relevant termination; provided , that Service Provider may retain one (1) copy of such Materials to the extent required to comply with applicable Law (including professional standards) or bona fide document retention policies; provided, further, that Service Provider must continue to treat such retained Materials in a manner consistent with the terms of Section  13 .

(f) Upon termination or expiration of this Agreement, this Agreement shall thereafter become void and have no effect, and no Party shall have any liability to the other Party hereunder except (i) to the extent related to any intentional fraud or intentional breach of this Agreement prior to such termination or expiration and (ii)  Section  1(d) , Sections 2(a) and (b) (with respect to amounts accrued prior to or upon termination or expiration), Section  7 (for the period of time set forth therein), Section  10 , Section  11(d) , Section  11(e) , this Section  11(f), and Sections 12 through 28 shall survive any termination or expiration of this Agreement.

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12. Independent Contractor .

The Parties hereto understand and agree that this Agreement does not make either of them an agent or legal representative of the other for any purpose whatsoever. No Party is granted, by this Agreement or otherwise, any right or authority to assume or create any obligation or responsibilities, express or implied, on behalf of or in the name of the other Party, or to bind the other Party in any manner whatsoever. The Parties expressly acknowledge (i) that Service Provider is an independent contractor with respect to Service Recipient in all respects, including the provision of the Services, and (ii) that the Parties are not partners, joint venturers, employees or agents of or with each other.

13. Confidentiality .

(a) Any Confidential Information of the Parties shall be subject to Section 7.6 of the Distribution Agreement. With respect to any information disclosed by one Party to another Party for the purpose of this Agreement or otherwise accessible to such other Party during the performance hereunder, including any Customer Information (“ Confidential Information ”), the Party receiving such Confidential Information agrees that it will use the same skill and care as set forth in Section  1(a) to prevent the disclosure to or accessibility by others of the disclosing Party’s Confidential Information and will use such Confidential Information only for the purposes of this Agreement, the Distribution Agreement and the Specified Ancillary Agreements. The receiving Party and its employees, representatives and agents (including any Third Party Provider and auditor) (collectively, the “ Recipient Parties ”) shall only disclose and permit access to Confidential Information of the disclosing Party to such Recipient Parties and Third Party Providers who have a need to know such Confidential Information for the purposes of this Agreement, the Distribution Agreement or the Specified Ancillary Agreements and who are informed of the obligation to hold such Confidential Information confidential and in respect of whose failure to comply with such obligations, the applicable Party will be responsible. For Confidential Information provided with respect to any Service, the obligations of the Recipient Parties pursuant to this Section  13 shall expire on the date that is seven (7) years from the termination of such Service; provided that the obligations of the Recipient Parties pursuant to this Section  13 with respect to Personally Identifiable Information shall not expire following the termination of such Service. Each Party shall provide prompt written notice of any breach of the obligations under this Section  13 by such Party or its Recipient Parties and shall use commercially reasonable efforts to assist the other Party in remedying any such breach.

(b) Specifically excluded from the definition of Confidential Information is any and all information that:

(i) is independently developed by the Recipient Parties after the Effective Time without reference to any Confidential Information;

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(ii) is or comes to be in the public domain or available to the public through no fault of the Recipient Parties of the Confidential Information; or

(iii) is lawfully acquired after the Effective Time by the Recipient Parties from other sources not known to be subject to confidentiality obligations with respect to such Confidential Information.

(c) If the Recipient Party is required to disclose Confidential Information by Law, process or regulation, to the extent legally permissible, such Recipient Party shall promptly notify the disclosing Party, reasonably cooperate with the disclosing Party to the extent it may seek to limit such disclosure and, insofar as a protective order or waiver from the disclosing Party is not obtained, only disclose such Confidential Information that is required to be disclosed.

(d) In connection with any permitted disclosure (which shall include as required by Law or securities exchange rules) of this Agreement to any third party, each Party shall redact the portions of the Services Schedules that are not relevant to such third party’s inquiry.

(e) It is further understood and agreed that money damages may not be a sufficient remedy for any breach of this Section  13 and that each Party shall be entitled to seek equitable relief, including injunction and specific performance, as remedy for any such breach in any court of competent jurisdiction, without posting bond or other security. Such remedies shall not be deemed to be the exclusive remedies for a breach, but shall be in addition to all other remedies herein described available at law or equity.

14. Audit Rights .

(a) Audits by Service Provider . Upon notice from Service Provider, Service Recipient shall use commercially reasonable efforts to provide Service Provider, its auditors (including internal audit staff and external auditors), inspectors, regulators and other reasonably designated representatives as Service Provider may from time to time designate in writing (collectively, the “ Service Provider Auditors ”) with access to, at reasonable times, any necessary Service Recipient facility or part of a facility at which Service Recipient is using the Services, Service Recipient personnel, and data and records relating to the Services, for purposes of verifying compliance with this Agreement. Service Provider audits may include security reviews (including Service Recipient’s completion of security-related questionnaires) of the Services and Service Recipient’s systems, including reasonable use of automated scanning tools such as network scanners, port scanners, and web inspection tools. Service Recipient will provide any assistance that Service Provider Auditors may reasonably require with respect to such audits. Upon notice from Service Recipient, Service Provider shall provide Service Recipient and its auditors with access to, at reasonable times, books and records relating to the Services or this Agreement in order for Service Recipient to comply with applicable Laws.

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(b) Audits by Service Recipient . Service Recipient shall have the right, upon at least thirty (30) days’ written notice to Service Provider, and in a manner to avoid unreasonable interruption to Service Provider’s business, to perform (through its external, independent, nationally recognized auditor) audit procedures over Service Provider’s internal controls and procedures for the Services provided by Service Provider under this Agreement; provided that, such audit right shall exist solely to the extent reasonably required by Service Recipient’s external auditors to ensure Service Recipient’s compliance with the Sarbanes-Oxley Act of 2002, to determine if Service Recipient’s financial statements conform to Generally Accepted Accounting Principles (GAAP), to verify third-party expenses or to the extent required by any Governmental Authority; provided , further , that such audit right shall not grant Service Recipient the right to perform audit activities with respect to any Third Party Provider engaged in the provision of the Services or the right to access Service Provider’s systems, networks, IT infrastructure, or customer data. Service Provider shall use commercially reasonable efforts to provide Service Recipient and its auditors with appropriate space, furnishings, and telephone, facsimile and photocopy equipment as Service Recipient or its auditors may reasonably require to perform such audit procedures. Service Provider shall consider in good faith, but shall not be obligated to make, changes to its controls and procedures to address any findings of such audits. Service Recipient shall pay or reimburse all of Service Provider’s incremental costs and expenses arising from all such audit-related activities, provision of space, furnishings and equipment, and analysis and implementation, if any, and of any potential changes in Service Provider’s controls or procedures described in this Section  14(b) .

15. Fees and Expenses .

Except as expressly provided otherwise in this Agreement, all costs and expenses incurred in connection with this Agreement and the performance of the Services hereunder, including any costs and expenses associated with the expiration, termination, or reduction of the Services, shall be borne by the Party incurring such costs or expenses.

16. Beneficiary of Services; No Third Party Beneficiaries .

This Agreement is for the sole benefit of the Parties hereto, and nothing expressed or implied shall give or be construed to give any Person any legal or equitable rights hereunder, whether as a third-party beneficiary or otherwise (except as provided in Section  10(a) ). Each Party agrees, and each Party in its capacity as a Service Recipient represents and warrants, that the Services shall be provided solely to, and shall be used solely by, Service Recipient and its Subsidiaries. Service Recipient shall not resell or provide the Services to any other Person, or permit the use of the Services by any Person other than Service Recipient and its Subsidiaries.

17. Entire Agreement .

This Agreement, together with the Distribution Agreement and the other Ancillary Agreements, constitutes the entire agreement of the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments, course of dealings and writings with respect to such subject matter. In the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of the Distribution Agreement or any other Ancillary Agreement, the Parties agree that this Agreement shall govern.

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18. Amendment; Waiver .

This Agreement and the Services Schedules may be amended, and any provision of this Agreement may be waived, only if such amendment or waiver is in writing and signed, in the case of an amendment, by each of the Parties, or in the case of a waiver, by the Party against whom the waiver is effective. No failure to exercise and no delay in exercising, on the part of either Party, any right, remedy, power or privilege hereunder shall operate as a waiver hereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege

19. Notices .

All notices, requests, claims, demands and other communications under this Agreement and, to the extent applicable and unless otherwise provided therein, under each of the Ancillary Agreements shall be in English, shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by facsimile with receipt confirmed (followed by delivery of an original via overnight courier service), by registered or certified mail (postage prepaid, return receipt requested) or by e-mail to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section  19 ):

if to LQ Parent:

Wyndham Hotel Group, LLC

22 Sylvan Way

Parsippany, NJ 07054

Attn: Chief Operating Officer

Facsimile: (973) 753-6760

with a copy to (which shall not constitute notice)

La Quinta Holdings Inc.

909 Hidden Ridge, Suite 600

Irving, Texas 75038

Attn: Paul Cash

Email: paul.cash@wyndham.com

Phone: (973) 753-6333

Facsimile: (973) 753-6207

and

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Wyndham Hotel Group, LLC

22 Sylvan Way

Parsippany, NJ 07054

Attn: General Counsel

Facsimile: (973) 753-6760

if to CPLG:

CorePoint Lodging Inc.

909 Hidden Ridge, Suite 600

Irving, Texas 75038    

Attn: Mark M. Chloupek

Email: Mark.Chloupek@corepoint.com

Phone: (972) 893-3199

Facsimile: (972) 893-3499

20. Non-Assignability .

This Agreement shall not be assignable, in whole or in part, directly or indirectly, by either Party hereto without the prior written consent of the other Party (not to be unreasonably withheld or delayed), and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void. Notwithstanding the foregoing, (a) this Agreement shall be assignable in whole in connection with a merger or consolidation or the sale of all or substantially all the assets of a Party hereto so long as the resulting, surviving or transferee Business Entity assumes all the obligations of the relevant Party hereto by operation of law or pursuant to an agreement in form and substance reasonably satisfactory to the other Party to this Agreement and (b) Service Provider may assign any or all of its rights or obligations arising under this Agreement to any of its Affiliates that is reasonably capable of providing the Services. No assignment permitted by this Section  20 shall release the assigning Party from liability for the full performance of its obligations under this Agreement

21. Further Assurances .

From time to time after the date hereof, without further consideration, each Party shall use commercially reasonable efforts to take, or cause to be taken, all appropriate action, do or cause to be done all things reasonably proper or advisable under applicable Law, and execute and deliver such documents as may be required or appropriate, to carry out the provisions of this Agreement and to consummate, perform and make effective the transition contemplated hereby.

22. Definitions and Rules of Construction .

(a) Defined terms used in this Agreement have the meanings ascribed to them by definition in this Agreement.

(b) The Parties have participated jointly in the negotiation and drafting of this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted

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(c) Unless the context otherwise requires, the words “include,” “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation.”

(d) Unless the context otherwise requires, the words “hereof,” “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Section or provision of this Agreement.

(e) References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa

(f) All references to “$” herein shall be references to U.S. Dollars.

23. Counterparts; Effectiveness .

This Agreement may be executed in more than one counterpart, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to the other Party hereto.

24. Section Headings .

Titles and headings to sections herein are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement

25. Severability .

In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The Parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

26. Governing Law .

This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware without reference to any choice-of-law or conflicts of law principles that would result in the application of the laws of a different jurisdiction.

27. Consent to Jurisdiction .

Each Party irrevocably submits to the exclusive jurisdiction of (i) the Court of Chancery of the State of Delaware or (ii) if such court does not have subject matter jurisdiction, any other state or federal court located within the County of New Castle in the State of Delaware,

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to resolve any Agreement Dispute that is not resolved pursuant to Sections 9(b) or 9(d) . Any judgment of such court may be enforced by any court of competent jurisdiction. Further, notwithstanding Sections 9(b) and 9(d) , either Party may apply to the courts specified in this Section for a temporary restraining order or similar emergency relief during the process set forth in Sections 9(b) or 9(d) . Each of the Parties agrees that service by U.S. registered mail to such Party’s respective address set forth above shall be effective service of process for any of the above Actions and irrevocably and unconditionally waives any objection to the laying of venue of any Action in accordance with this Section  27 . Nothing in this Section  27 shall limit or restrict the Parties from agreeing to arbitrate any Agreement Dispute pursuant to mutually-agreed procedures.

28. Waiver of Jury Trial .

EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING ANY AGREEMENT DISPUTE.

[ Remainder of Page Intentionally Blank ]

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

[Transition Services Agreement]

SCHEDULE A

[See Attached]

Exhibit 10.3

STOCKHOLDERS AGREEMENT

DATED AS OF MAY 30, 2018

AMONG

COREPOINT LODGING INC.

AND

THE OTHER PARTIES HERETO

Table of Contents

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STOCKHOLDERS AGREEMENT

This Stockholders Agreement is entered into as of May 30, 2018 by and among CorePoint Lodging Inc., a Maryland corporation (the “ Company ”), and each of the other parties identified on the signature pages hereto (the “ Investor Parties ”).

BACKGROUND:

WHEREAS, La Quinta Holdings Inc., a Delaware corporation (“ La Quinta ”) has distributed its entire interest in the Company by way of a dividend of all outstanding shares of the Company’s Common Stock (as defined below) owned by La Quinta to holders of La Quinta Common Stock (as defined below).

NOW, THEREFORE, the parties agree as follows:

ARTICLE I.

INTRODUCTORY MATTERS

1.1 Defined Terms . In addition to the terms defined elsewhere herein, the following terms have the following meanings when used herein with initial capital letters:

“ Affiliate ” has the meaning set forth in Rule 12b-2 promulgated under the Exchange Act, as in effect on the date hereof.

“ Agreement ” means this Stockholders Agreement, as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof.

“ Beneficially Own ” has the meaning set forth in Rule 13d-3 promulgated under the Exchange Act.

“ Blackstone Designator ” means the Blackstone Party, or any group of Blackstone Parties collectively, then holding of record a majority of Common Stock held of record by all Blackstone Parties.

“ Blackstone Designee ” has the meaning set forth in Section 2.1(b).

“ Blackstone Entities ” means the entities comprising the Blackstone Parties and their Affiliates.

“ Blackstone Parties ” means the entities listed on the signature pages hereto under the heading “Blackstone Parties” and any other Blackstone Entities that may from time to time become parties hereto.

“ Board ” means the board of directors of the Company.

“ Company ” has the meaning set forth in the Preamble.

“ Common Stock ” means the shares of common stock, par value $0.01 per share, of the Company, and any other stock of the Company into which outstanding shares of such stock is reclassified or reconstituted and any other common stock of the Company.

“ Control ” (including its correlative meanings, “ Controlled by ” and “ under common Control with ”) means possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise) of a Person.

“ Director ” means any director of the Company.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, as the same may be amended from time to time.

“ Governmental Authority ” means any nation or government, any state or other political subdivision thereof, and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“ Investor Parties ” has the meaning set forth in the Preamble.

“ IPO ” means the initial public offering of La Quinta.

“ La Quinta ” has the meaning set forth in the recitals.

“ La Quinta Common Stock ” means the shares of common stock, par value $0.02 per share, of La Quinta, and any other stock of La Quinta into which outstanding shares of such stock is reclassified or reconstituted and any other common stock of La Quinta.

“ Law ” means any statute, law, regulation, ordinance, rule, injunction, order, decree, governmental approval, directive, requirement, or other governmental restriction or any similar form of decision of, or determination by, or any interpretation or administration of any of the foregoing by, any Governmental Authority.

“ Person ” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, or other form of business organization, whether or not regarded as a legal entity under applicable Law, or any Governmental Authority or any department, agency or political subdivision thereof.

“ Plan Asset Regulation ” has the meaning set forth in Section 3.3.

“ Pre-IPO Owners ” means the Blackstone Entities and the other Persons who held La Quinta Common Stock at the time of the IPO and any Affiliate thereof that shall become a holder of any La Quinta Common Stock.

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“ Subsidiary ” means, with respect to any Person, any corporation, limited liability company, partnership, association or other business entity of which: (a) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, representatives or trustees thereof is at the time owned or Controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof; or (b) if a limited liability company, partnership, association or other business entity, a majority of the total voting power of stock (or equivalent ownership interest) of the limited liability company, partnership, association or other business entity is at the time owned or Controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or Control the managing member, managing director or other governing body or general partner of such limited liability company, partnership, association or other business entity.

“ Total Number of Directors ” means the total number of Directors comprising the Board.

“ Transfer ” (including its correlative meanings, “ Transferor ”, “ Transferee ” and “ Transferred ”) shall mean, with respect to any security, directly or indirectly, to sell, contract to sell, give, assign, hypothecate, pledge, encumber, grant a security interest in, offer, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of any economic, voting or other rights in or to such security. When used as a noun, “ Transfer ” shall have such correlative meaning as the context may require.

“ VCOC Investor ” has the meaning set forth in Section 3.3.

1.2 Construction . The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party. Unless the context otherwise requires: (a) “ or ” is disjunctive but not exclusive, (b) words in the singular include the plural, and in the plural include the singular, and (c) the words “ hereof ”, “ herein ”, and “ hereunder ” and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section references are to this Agreement unless otherwise specified.

ARTICLE II.

CORPORATE GOVERNANCE MATTERS

2.1 Election of Directors .

(a) The Blackstone Designator shall have the right, but not the obligation, to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, a number of individuals such that, upon the election of each such individual, and each other individual nominated by or at the direction of the Board or a duly-authorized committee of the Board, as a Director and taking into account any Director continuing to serve as such without the need for re-election, the number of

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Blackstone Designees (as defined below) serving as Directors will be equal to: (i) if the Pre-IPO Owners collectively Beneficially Own at least 30% of the total Common Stock as of the record date for such meeting, the lowest whole number that is greater than 30% of the Total Number of Directors; (ii) if the Pre-IPO Owners collectively Beneficially Own at least 20% (but less than 30%) of the total Common Stock as of the record date for such meeting, the lowest whole number that is greater than 20% of the Total Number of Directors; and (iii) if the Pre-IPO Owners collectively Beneficially Own at least 5% (but less than 20%) of the total Common Stock as of the record date for such meeting, the lowest whole number that is greater than 10% of the Total Number of Directors.

(b) If at any time the Blackstone Designator has designated fewer than the total number of individuals that the Blackstone Designator is then entitled to designate pursuant to Section 2.1(a), the Blackstone Designator shall have the right to designate such additional individuals which it is entitled to so designate, in which case, any individuals nominated by or at the direction of the Board or any duly-authorized committee thereof for election as Directors to fill any vacancy on the Board shall include such designees, and the Company shall use its best efforts to (x) effect the election of such additional designees, whether by increasing the size of the Board or otherwise, and (y) cause the election of such additional designees to fill any such newly-created vacancies or to fill any other existing vacancies. Each such individual whom the Blackstone Designator shall actually designate pursuant to this Section 2.1 and who is thereafter elected and qualifies to serve as a Director shall be referred to herein as a “ Blackstone Designee ”.

(c) In the event that a vacancy is created at any time by the death, disability, retirement or resignation of any Blackstone Designee, any individual nominated by or at the direction of the Board or any duly-authorized committee thereof to fill such vacancy shall be, and the Company shall use its best efforts to cause such vacancy to be filled, as soon as possible, by a new designee of the Blackstone Designator, and the Company shall take, to the fullest extent permitted by law, at any time and from time to time, all actions necessary to accomplish the same.

(d) The Company shall, to the fullest extent permitted by law, include in the slate of nominees recommended by the Board at any meeting of stockholders called for the purpose of electing directors, the persons designated pursuant to this Section 2.1 and use its reasonable best efforts to cause the election of each such designee to the Board, including nominating each such individual to be elected as a Director as provided herein, recommending such individual’s election and soliciting proxies or consents in favor thereof.

(e) In addition to any vote or consent of the Board or the stockholders of the Company required by applicable Law or the charter or bylaws of the Company, and notwithstanding anything to the contrary in this Agreement, for so long as this Agreement is in effect, any action by the Board to increase or decrease the Total Number of Directors (other than any increase in the Total Number of Directors in connection with the election of one or more directors elected exclusively by the holders of one or more classes or series of the Company’s stock other than Common Stock) shall require the prior written consent of the Blackstone Designator, delivered in accordance with Section 4.13 of this Agreement.

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ARTICLE III.

INFORMATION; VCOC

3.1 Books and Records; Access . The Company shall, and shall cause its Subsidiaries to, permit the Blackstone Entities and their respective designated representatives, at reasonable times and upon reasonable prior notice to the Company, to review the books and records of the Company or any of such Subsidiaries and to discuss the affairs, finances and condition of the Company or any of such Subsidiaries with the officers of the Company or any such Subsidiary; provided , however , that the Company shall not be required to disclose any privileged information of the Company so long as the Company has used commercially reasonable efforts to enter into an arrangement pursuant to which it may provide such information to the Blackstone Entities without the loss of any such privilege.

3.2 Certain Reports . The Company shall deliver or cause to be delivered to the Blackstone Entities, at their request:

(a) to the extent otherwise prepared by the Company, operating and capital expenditure budgets and periodic information packages relating to the operations and cash flows of the Company and its Subsidiaries; and

(b) to the extent otherwise prepared by the Company, such other reports and information as may be reasonably requested by the Blackstone Entities; provided , however , that the Company shall not be required to disclose any privileged information of the Company so long as the Company has used commercially reasonable efforts to enter into an arrangement pursuant to which it may provide such information to the Blackstone Entities without the loss of any such privilege.

3.3 VCOC . With respect to each Blackstone Entity that is intended to qualify its direct or indirect investment in the Company as a “venture capital investment” as defined in the Department of Labor regulations codified at 29 CFR Section 2510.3-101 (the “ Plan Asset Regulation ”) (each, a “ VCOC Investor ”), for so long as the VCOC Investor, directly or through one or more Subsidiaries, continues to hold any shares of Common Stock (or other securities of the Company into which such shares of Common Stock may be converted or for which such shares of Common Stock may be exchanged), without limitation or prejudice of any the rights provided to the Blackstone Entities hereunder, the Company shall, with respect to each such VCOC Investor:

(a) provide each VCOC Investor or its designated representative with:

(i) upon reasonable notice and at mutually convenient times, the right to visit and inspect any of the offices and properties of the Company and its Subsidiaries and inspect and copy the books and records of the Company and its Subsidiaries;

(ii) as soon as available and in any event within 45 days after the end of each of the first three quarters of each fiscal year of the Company, consolidated balance sheets of the Company and its Subsidiaries as of the end of such period, and consolidated statements of income and cash flows of the Company and its Subsidiaries for the period then ended prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis, except as otherwise noted therein, and subject to the absence of footnotes and to year-end adjustments;

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(iii) as soon as available and in any event within 120 days after the end of each fiscal year of the Company, a consolidated balance sheet of the Company and its Subsidiaries as of the end of such year, and consolidated statements of income and cash flows of the Company and its Subsidiaries for the year then ended prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis, except as otherwise noted therein, together with an auditor’s report thereon of a firm of established national reputation;

(iv) to the extent the Company is required by law or pursuant to the terms of any outstanding indebtedness of the Company to prepare such reports, any annual reports, quarterly reports and other periodic reports pursuant to Section 13 or 15(d) of the Exchange Act, actually prepared by the Company as soon as available; and

(v) upon written request by the VCOC Investor, copies of all materials provided to the Board, subject to appropriate protections with respect to confidentiality and preservation of attorney-client privilege;

provided , that , in each case, if the Company makes the information described in clauses (ii), (iii) and (iv) of this clause (a) available through public filings on the EDGAR System or any successor or replacement system of the U.S. Securities and Exchange Commission, the delivery of such information shall be deemed satisfied;

(b) make appropriate officers and/or Directors available, and cause the officers and directors of its Subsidiaries to be made available, periodically and at such times as reasonably requested by each VCOC Investor, upon reasonable notice and at mutually convenient times, for consultation with such VCOC Investor or its designated representative with respect to matters relating to the business and affairs of the Company and its Subsidiaries;

(c) to the extent that the VCOC Investor requests to receive such information and rights, and to the extent consistent with applicable Law, rule, regulation or listing standards (and with respect to events which require public disclosure, only following the Company’s public disclosure thereof through applicable securities law filings or otherwise), inform each VCOC Investor or its designated representative in advance with respect to any significant corporate actions, and to provide (or cause to be provided) each VCOC Investor or its designated representative with the right to consult with the Company and its Subsidiaries with respect to such actions should the VCOC Investor elect to do so, provided however, that this right to consult must be exercised within five (5) days after the Company informs the VCOC Investor of the proposed corporate action and provided further that the Company shall be under no obligation to provide the VCOC Investor with any material non-public information with respect to such corporate action; and

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(d) provide each VCOC Investor or its designated representative with such other rights of consultation which the VCOC Investor’s counsel may determine in writing to be reasonably necessary under applicable legal authorities promulgated after the date hereof to qualify its investment in the Company as a “venture capital investment” for purposes of the Plan Asset Regulation, provided that the parties agree that any such rights of consultation shall be of a nature consistent with those granted above and nothing in this Agreement shall be deemed to require the Company to grant to the VCOC Investor any additional rights with respect to the governance or management of the Company.

The Company agrees to consider, in good faith, the recommendations of each VCOC Investor or its designated representative in connection with the matters on which it is consulted as described above in this Section 3.3, recognizing that the ultimate discretion with respect to all such matters shall be retained by the Company.

In the event a VCOC Investor or any of its Affiliates Transfers all or any portion of their investment in the Company to an Affiliated entity that is intended to qualify as a “venture capital operating company” (as defined in the Plan Asset Regulation), such Transferee shall be afforded the same rights with respect to the Company afforded to the VCOC Investor hereunder and shall be treated, for such purposes, as a third party beneficiary hereunder.

In the event that the Company ceases to qualify as an “operating company” (as defined in the first sentence of 2510.3-101(c)(1) of the Plan Asset Regulation), or the investment in the Company by a VCOC Investor does not qualify as a “venture capital investment” as defined in the Plan Asset Regulation, then the Company and each Blackstone Entity will cooperate in good faith to take all reasonable actions necessary, subject to applicable law, to preserve the VCOC status of each VCOC Investor or the qualification of the investment as a “venture capital investment,” it being understood that such reasonable actions shall not require a VCOC Investor to purchase or sell any investments.

ARTICLE IV.

GENERAL PROVISIONS

4.1 Termination . Except for Section 3.3, this Agreement shall terminate on the earlier to occur of (i) such time as the Blackstone Designator is no longer entitled to designate a Director pursuant to Section 2.1(a) and (ii) the delivery of a written notice by the Blackstone Designator to the Company requesting that this Agreement terminate. The VCOC Investors shall advise the Company when they collectively first cease to Beneficially Own any of the Company’s Common Stock or other securities of the Company into which such shares of Common Stock may be converted or for which such shares of Common Stock may be exchanged, whereupon Section 3.3 hereof shall terminate.

4.2 Notices . Any notice, designation, request, request for consent or consent provided for in this Agreement shall be in writing and shall be either personally delivered, or mailed first class mail (postage prepaid) or sent by reputable overnight courier service (charges prepaid) to the Company at the address set forth below and to any other recipient at the address indicated on the Company’s records, or at such address or to the attention of such other Person as the recipient party has specified by prior written notice to the sending party. Notices and other such documents will be deemed to have been given or made hereunder when sent by facsimile (receipt confirmed) delivered personally, five (5) days after deposit in the U.S. mail and one (1) day after deposit with a reputable overnight courier service.

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The Company’s address is:

CorePoint Lodging Inc.

909 Hidden Ridge, Suite 600

Irving, Texas 75038

Attention: General Counsel

Fax: (972) 893-3499

The Blackstone Entities’ address is:

The Blackstone Group L.P.

c/o Blackstone Real Estate Advisors L.P.

345 Park Avenue, 42 ^nd Floor

New York, NY 10154

Attention: General Counsel

Email: realestatenotices@blackstone.com

Fax: (212) 583-5191

4.3 Amendment; Waiver . This Agreement may be amended, supplemented or otherwise modified only by a written instrument executed by the Company and the Blackstone Designator. Neither the failure nor delay on the part of any party hereto to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.

4.4 Further Assurances . The parties hereto will sign such further documents, cause such meetings to be held, resolutions passed, exercise their votes and do and perform and cause to be done such further acts and things necessary, proper or advisable in order to give full effect to this Agreement and every provision hereof. To the fullest extent permitted by Law, the Company shall not directly or indirectly take any action that is intended to, or would reasonably be expected to result in, Blackstone or any Blackstone Entity being deprived of the rights contemplated by this Agreement.

4.5 Assignment . This Agreement will inure to the benefit of and be binding on the parties hereto and their respective successors and permitted assigns. This Agreement may not be assigned without the express prior written consent of the other parties hereto, and any attempted assignment, without such consents, will be null and void; provided, however, that, without the prior written consent of the Company, a Blackstone Party may assign this Agreement to an Affiliate that becomes a party hereto.

4.6 Third Parties . Except as provided for in Article II and Section 3.3 with respect to any Blackstone Entity, this Agreement does not create any rights, claims or benefits inuring to any person that is not a party hereto nor create or establish any third party beneficiary hereto.

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4.7 Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflicts of laws thereof.

4.8 Jurisdiction; Waiver of Jury Trial . In any judicial proceeding involving any dispute, controversy or claim arising out of or relating to this Agreement, each of the parties unconditionally accepts the jurisdiction and venue of the courts of the State of Delaware or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Delaware, and the appellate courts to which orders and judgments thereof may be appealed. In any such judicial proceeding, the parties agree that in addition to any method for the service of process permitted or required by such courts, to the fullest extent permitted by law, service of process may be made by delivery provided pursuant to the directions in Section 4.2. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

4.9 Specific Performance . Each party hereto acknowledges and agrees that in the event of any breach of this Agreement by any of them, the other parties hereto would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and agrees that the parties, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to specific performance of this Agreement without the posting of bond.

4.10 Entire Agreement . This Agreement sets forth the entire understanding of the parties hereto with respect to the subject matter hereof. There are no agreements, representations, warranties, covenants or understandings with respect to the subject matter hereof or thereof other than those expressly set forth herein and therein. This Agreement supersedes all other prior agreements and understandings between the parties with respect to such subject matter.

4.11 Severability . If any provision of this Agreement, or the application of such provision to any Person or circumstance or in any jurisdiction, shall be held to be invalid or unenforceable to any extent, (i) the remainder of this Agreement shall not be affected thereby, and each other provision hereof shall be valid and enforceable to the fullest extent permitted by law, (ii) as to such Person or circumstance or in such jurisdiction such provision shall be reformed to be valid and enforceable to the fullest extent permitted by law and (iii) the application of such provision to other Persons or circumstances or in other jurisdictions shall not be affected thereby.

4.12 Table of Contents, Headings and Captions . The table of contents, headings, subheadings and captions contained in this Agreement are included for convenience of reference only, and in no way define, limit or describe the scope of this Agreement or the intent of any provision hereof.

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4.13 Grant of Consent . Any vote, consent or approval of, or designation by, or other action of, the Blackstone Designator hereunder shall be effective if notice of such vote, consent, approval, designation or action is provided in accordance with Section 4.2 by the Blackstone Party or Parties holding of record a majority of the Common Stock then held of record by Blackstone Parties as of the latest date any such notice is so provided.

4.14 Counterparts . This Agreement and any amendment hereto may be signed in any number of separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one Agreement (or amendment, as applicable).

4.15 Effectiveness . This Agreement shall become effective upon the closing date of the IPO.

4.16 No Recourse . This Agreement may only be enforced against, and any claims or cause of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto and no past, present or future Affiliate, director, officer, employee, incorporator, member, manager, partner, stockholder, agent, attorney or representative of any party hereto shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.

[ Remainder of Page Intentionally Left Blank ]

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IN WITNESS WHEREOF, the parties hereto have executed this Stockholders Agreement on the day and year first above written.

[ Signature Page to Stockholders’ Agreement ]

[ Signature Page to Stockholders’ Agreement ]

[ Signature Page to Stockholders’ Agreement ]

Exhibit 10.4

REGISTRATION RIGHTS AGREEMENT

by and among

COREPOINT LODGING INC.

and

the other parties hereto

Dated as of May 30, 2018

TABLE OF CONTENTS

i

ii

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (the “ Agreement ”) is dated as of May 30, 2018 and is by and among CorePoint Lodging Inc., a Maryland corporation (the “ Company ”), and Blackstone (as defined below).

RECITALS

WHEREAS, La Quinta Holdings Inc., a Delaware corporation (“ LQ Parent ”), intends to effect a separation of its hotel management and franchise business (which will remain with LQ Parent) and its real estate business (which was conveyed to the Company), and distribute its entire interest in the Company by way of a dividend of all outstanding shares of the Company’s Common Stock owned by LQ Parent to holders of LQ Parent common stock (the “ Spin-Off Transaction ”); and

WHEREAS, LQ Parent and Blackstone are parties to a Registration Rights Agreement dated as of April 14, 2014 relating to the registration of shares of LQ Parent common stock.

NOW, THEREFORE, in consideration of the foregoing, and the representations, warranties, covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1 Certain Definition s . As used in this Agreement:

“ Affiliate ” has the meaning ascribed thereto in Rule 12b-2 promulgated under the Exchange Act, as in effect on the date hereof.

“ Agreement ” has the meaning set forth in the preamble.

“ Blackstone ” means the entities listed on the signature pages hereto under the heading “Blackstone.”

“ Blackstone Entities ” means the entities comprising Blackstone, their respective Affiliates and the successors and permitted assigns of such entities and their respective Affiliates.

“ Board ” means the board of directors of the Company.

“ Business Day ” means a day other than a Saturday, Sunday, federal or New York State holiday or other day on which commercial banks in New York City are authorized or required by law to close.

“ Common Stock ” means the shares of common stock, par value $0.01 per share, of the Company, and any other capital stock of the Company into which such common stock is reclassified or reconstituted, including by way of a stock dividend or stock split.

“ Company ” has the meaning set forth in the preamble.

“ Control ” (including its correlative meanings, “ Controlled by ” and “ under common Control with ”) means possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise) of a Person.

“ Demand Party ” has the meaning set forth in Section 2.2(a).

“ Exchange Act ” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, as the same may be amended from time to time.

“ FINRA ” means the Financial Industry Regulatory Authority, Inc.

“ Governmental Authority ” means any nation or government, any state or other political subdivision thereof, and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“ Holder ” means each entity comprising Blackstone that is a holder of Registrable Securities or Securities exercisable, exchangeable or convertible into Registrable Securities or any Transferee of such Person to whom registration rights are assigned pursuant to Section 4.2.

“ Indemnified Party ” and Indemnified Parties ” have the meanings set forth in Section 3.1.

“ Law ” means any statute, law, regulation, ordinance, rule, injunction, order, decree, governmental approval, directive, requirement, or other governmental restriction or any similar form of decision of, or determination by, or any interpretation or administration of any of the foregoing by, any Governmental Authority.

“ LQ Parent ” has the meaning set forth in the recitals.

“ LQ Parent Holder ” means any holder of securities entitled to registration rights under the LQ Parent Registration Rights Agreement.

“ LQ Parent Registration Rights Agreement ” means any Registration Rights Agreement between the Company and LQ Parent, entered into pursuant to the Tax Matters Agreement, dated May 30, 2018, between the Company and LQ Parent, which provides LQ Parent with registration rights with respect to shares of the Company’s Common Stock.

“ Person ” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, a cooperative, an unincorporated organization, or other form of business organization, whether or not regarded as a legal entity under applicable Law, or any Governmental Authority or any department, agency or political subdivision thereof.

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“ Public Offering ” means a public offering of equity securities of the Company or any successor thereto or any Subsidiary of the Company pursuant to a registration statement declared effective under the Securities Act.

“ Registrable Securities ” means all shares of Common Stock and any Securities into which the Common Stock may be converted or exchanged pursuant to any merger, recapitalization, consolidation, sale of all or any part of its assets, corporate conversion, reorganization or other extraordinary transaction of the Company held by a Holder (in each case whether now held or hereafter acquired, and including any such Securities received as a result of a stock dividend or stock split or received by a Holder upon the conversion or exchange of, or pursuant to such a transaction with respect to, other Securities held by such Holder). As to any Registrable Securities, such Securities will cease to be Registrable Securities when:

“ Registration Expenses ” means any and all fees and expenses incurred in connection with the performance of or compliance with this Agreement, including:

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“ SEC ” means the U.S. Securities and Exchange Commission or any successor agency.

“ Securities ” means capital stock, limited partnership interests, limited liability company interests, beneficial interests, warrants, options, notes, bonds, debentures, and other securities, equity interests, ownership interests and similar obligations of every kind and nature of any Person.

“ Securities Act ” means the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, as the same may be amended from time to time.

“ Shelf Offering ” has the meaning set forth in Section 2.2(b).

“ Spin-Off Transaction ” has the meaning set forth in the recitals.

“ Subsidiary ” means, with respect to any Person, any corporation, limited liability company, partnership, association or other business entity of which: (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, representatives or trustees thereof is at the time owned or Controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof; or (ii) if a limited liability company, partnership, association or other business entity, a majority of the total voting power of stock (or equivalent ownership interest) of the limited liability company, partnership, association or other

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business entity is at the time owned or Controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or Control the managing director or general partner of such limited liability company, partnership, association or other business entity.

“ Transfer ” (including its correlative meanings, “ Transferor ”, “ Transferee ” and “ Transferred ”) shall mean, with respect to any security, directly or indirectly, to sell, contract to sell, give, assign, hypothecate, pledge, encumber, grant a security interest in, offer, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of any economic, voting or other rights in or to such security. When used as a noun, “ Transfer ” shall have such correlative meaning as the context may require.

“ WKSI ” means a “well-known seasoned issuer” as defined under Rule 405 of the Securities Act.

SECTION 1.2 Other Definitional Provisions; Interpretation .

(a) The words “hereof,” “herein,” and “hereunder” and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement, and references in this Agreement to a designated “Article” or “Section” refer to an Article or Section of this Agreement unless otherwise specified.

(b) The headings in this Agreement are included for convenience of reference only and do not limit or otherwise affect the meaning or interpretation of this Agreement.

(c) The meanings given to terms defined herein are equally applicable to both the singular and plural forms of such terms.

ARTICLE II

REGISTRATION RIGHTS

SECTION 2.1 Piggyback Rights .

(a) If at any time, the Company proposes to register any Securities for public sale (whether proposed to be offered for sale by the Company or by any other Person) under the Securities Act (other than a registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes), it will, at each such time, give prompt written notice (which notice shall specify the intended method or methods of disposition) to the Holders of its intention to do so and of such Holder’s rights under this Section 2.1. Upon the written request of any Holder made within fifteen (15) days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Holders have so requested to be registered; provided that: (i) if, at any time after giving written notice of its intention to register any Securities and prior to the

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effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to proceed with the proposed registration of the Securities to be sold by it, the Company may, at its election, give written notice of such determination to the Holders and, thereupon, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith) without prejudice to the rights of any Holder to request that such registration be effected as a registration under Section 2.2(a); and (ii) if such registration involves an underwritten offering, the Holders of Registrable Securities requesting to be included in the registration must, upon the written request of the Company, sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the other Securities being sold through underwriters under such registration, with, in the case of a combined primary and secondary offering, only such differences, including any with respect to representations and warranties, indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings.

(b) Expenses . The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2.1.

(c) Priority in Piggyback Registrations . If a registration pursuant to this Section 2.1 involves an underwritten offering and the managing underwriter advises the Company in writing (a copy of which shall be provided to the Holders) that, in its opinion, the number of Registrable Securities and other Securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have a material and adverse effect on the price, timing or distribution of the Securities offered in such offering, then the Company will include in (A) any such registration initiated by the Company or other holder of Securities (other than the Holders): (i) first, the Securities the Company proposes to sell for its own account; (ii) second, on a pro rata basis, on the basis of the number of Securities requested to be included in such registration by each such holder, the Securities requested to be included in such registration by the LQ Parent Holders pursuant to the LQ Parent Registration Rights Agreement and the Registrable Securities requested to be included in such registration by the Holders; and (iii) third, such other Securities entitled to be included in such registration and the holders of which submitted a proper request for inclusion in such registration; and (B) any such registration initiated by the Holders pursuant to this Agreement: (i) first, the Securities the Company proposes to sell for its own account; (ii) second, the Registrable Securities requested to be included in such registration by Holders; (iii) third, the Registrable Securities requested to be included in such registration by LQ Parent Holders pursuant to a LQ Parent Registration Rights Agreement; and (iv) fourth, such other Securities entitled to be included in such registration and the holders of which submitted a proper request for inclusion in such registration. Any other selling holders of the Company’s Securities (other than transferees to whom a Holder has assigned its rights under this Agreement) will be included in an underwritten offering only with the consent of Holders holding a majority of the shares being sold in such offering.

(d) Excluded Transactions . The Company shall not be obligated to effect any registration of Registrable Securities under this Section 2.1 incidental to the registration of any of its Securities in connection with:

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(i) a registration statement filed to cover issuances under employee benefits plans or dividend reinvestment plans; or

(ii) any registration statement relating solely to the acquisition or merger after the date hereof by the Company or any of its Subsidiaries of or with any other businesses.

(e) Plan of Distribution, Underwriters and Counsel . If a registration pursuant to this Section 2.1 involves an underwritten offering that is initiated by selling holders, the holders that initiated such underwritten offering (by action of the holders of a majority of the Securities requested to be registered thereby) shall have the right to (i) determine the plan of distribution, (ii) select the investment banker or bankers and managers to administer the offering, including the lead managing underwriter (provided that such investment banker or bankers and managers shall be reasonably satisfactory to the Company) and (iii) select counsel for the selling Holders.

(f) Shelf Takedowns . In connection with any shelf takedown (whether pursuant to Section 2.2(f) or at the initiative of the Company), the Holders may exercise “piggyback” rights in the manner described in this Agreement to have included in such takedown Registrable Securities held by them that are registered on such shelf registration statement.

SECTION 2.2 Demand Registration .

(a) General . At any time, upon the written request of any Holder (the “ Demand Party ”) requesting that the Company effect the registration under the Securities Act of Registrable Securities and specifying the amount and intended method of disposition thereof (including, but not limited to, an underwritten public offering), the Company will (i) promptly give written notice of such requested registration to the other Holders and other holders of Securities entitled to notice of such registration, if any, and (ii) as expeditiously as possible, use its reasonable best efforts to file a registration statement to effect the registration under the Securities Act of:

(i) such Registrable Securities which the Company has been so requested to register by the Demand Party in accordance with the intended method of disposition thereof; and

(ii) the Registrable Securities of other Holders which the Company has been requested to register by written request given to the Company within fifteen (15) days after the giving of such written notice by the Company.

Notwithstanding the foregoing, the Company shall not be obligated to file a registration statement relating to any registration request under this Section 2.2(a):

(x) within a period of one hundred eighty (180) days (or such lesser period as the managing underwriters in an underwritten offering may permit) after the date of the final prospectus relating to any registration request under this Section 2.2(a) or relating to any registration referred to in Section 2.1; or

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(y) if, in the good faith judgment of a majority of the disinterested members of the Board, the Company is in possession of material non-public information the disclosure of which would be materially adverse to the Company and would not otherwise be required under Law, in which case the filing of the registration statement may be delayed until the earlier of the second Business Day after such conditions shall have ceased to exist and the 60th day after receipt by the Company of the written request from a Demand Party to register Registrable Securities under this Section 2.2(a); provided that the Company shall not effect such a delay more than two times in any twelve (12) month period.

(b) Form and Shelf Registrations . Each registration statement prepared at the request of a Demand Party shall be effected on such form as reasonably requested by the Demand Party, including by a shelf registration pursuant to Rule 415 under the Securities Act on a Form S-3 (or any successor rule or form thereto) if so requested by the Demand Party and if the Company is then eligible to effect a shelf registration and use such form for such disposition. If requested by Holders of a majority of the Registrable Securities, following the first day of the calendar month immediately following the first anniversary of the date hereof, the Company shall prepare and file a registration statement covering the sale and distribution from time to time by Holders of Registrable Securities, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act, of all of the Registrable Securities on Form S-3, and if the Company is a WKSI at the time any request for a demand registration submitted to the Company, such shelf registration shall be an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, then such registration shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by the Holders of the Registrable Securities in accordance with any reasonable method of distribution elected by a majority of the Holders of the Registrable Securities), and shall use its reasonable best efforts to cause such registration statement to be declared effective as soon as reasonably practicable and to be continuously effective and usable until such time as there are no longer any Registrable Securities outstanding. The Company shall, prior to the expiration of any such shelf registration statement, file a new shelf registration statement covering such Registrable Securities and shall thereafter use its reasonable best efforts to cause such shelf registration statement to be declared effective as promptly as reasonably practical. The Company shall supplement and amend any shelf registration statement if required by the Securities Act or the rules, regulations or instructions applicable to the registration form used by the Company for such shelf registration statement. Subject to the other applicable provisions of this Agreement, at any time that any shelf registration statement is effective, if a Holder of Registrable Securities delivers a notice to the Company stating that it intends to effect a sale or distribution of all or part of its Registrable Securities included by it on any shelf registration statement (a “ Shelf Offering ”) and stating the number of the Registrable Securities to be included in such Shelf Offering, then the Company shall amend, subject to the other applicable provisions of this Agreement, or supplement the shelf registration statement as may be necessary in order to enable such Registrable Securities to be sold and distributed pursuant to the Shelf Offering; provided , however , that the Company shall not be required to file more than one post-effective amendment or a supplement to the shelf registration statement for such purpose in any 15-day period.

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(c) Expenses . The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2.2.

(d) Plan of Distribution, Underwriters and Counsel . If a requested registration pursuant to this Section 2.2 involves an underwritten offering, the Holders of a majority of the Registrable Securities included in such underwritten offering shall have the right to (i) determine the plan of distribution, (ii) select the investment banker or bankers and managers to administer the offering, including the lead managing underwriter (provided that such investment banker or bankers and managers shall be reasonably satisfactory to the Company) and (iii) select counsel for the selling Holders.

(e) Priority in Demand Registrations . If a requested registration pursuant to this Section 2.2 involves an underwritten offering and the managing underwriter advises the Company in writing (a copy of which shall be provided to the Holders) that, in its opinion, the number of Registrable Securities requested to be included in such registration (including Securities of the Company which are not Registrable Securities) exceeds the number which can be sold in such offering, so as to be likely to have a material and adverse effect on the price, timing or distribution of the Securities offered in such offering, then the number of such Registrable Securities to be included in such registration shall be allocated pro rata among (1) Registrable Securities held by the Demand Party, and (2) the Registrable Securities held by the other Holders that have requested that their Registrable Securities be sold pursuant to Section 2.1(a), if any, on the basis of the relative number of Securities requested to be included in such registration by the Demand Party and each such other Holder. Any other selling holders of the Company’s Securities (other than transferees to whom a Holder has assigned its rights under this Agreement) will be included in an underwritten offering only with the consent of Holders holding a majority of the shares being sold in such offering.

(f) Shelf Takedowns . Upon the written request of the Demand Party at any time and from time to time, the Company will facilitate in the manner described in this Agreement a “takedown” of the Demand Party’s Registrable Securities off of an effective shelf registration statement. Upon the written request of the Demand Party, the Company will file and seek the effectiveness of a post-effective amendment to an existing shelf registration statement or a prospectus supplement in order to register up to the number of the Demand Party’s Registrable Securities previously taken down off of such shelf by the Demand Party and not yet “reloaded” onto such shelf registration statement.

(g) Additional Rights . Except pursuant to the LQ Parent Registration Rights Agreement or as expressly provided in this Agreement, the Company shall not grant to any Person the right to request or require the Company to register any equity Securities of the Company, or any Securities convertible, exchangeable or exercisable for or into such Securities, or amend any grant of such a right, without the prior written consent of the Holders holding a majority of the Registrable Securities subject to this Agreement. In the event the Company engages in a merger or consolidation in which the shares of Common Stock are converted into Securities of another company, appropriate arrangements will be made so that the registration rights provided under this Agreement continue to be provided to Holders by the issuer of such Securities. To the extent such new issuer, or any other company acquired by the Company in a merger or consolidation, was bound by registration rights that would conflict with the provisions

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of this Agreement, the Company will use its reasonable best efforts to modify any such “inherited” registration rights so as not to interfere in any material respects with the rights provided under this Agreement, unless otherwise agreed by Holders then holding a majority of Registrable Securities.

SECTION 2.3 Registration Procedures . If and whenever the Company is required to file a registration statement with respect to, or to use its reasonable best efforts to effect or cause the registration of, any Registrable Securities under the Securities Act as provided in this Agreement, the Company will as expeditiously as possible:

(a) promptly prepare and file with the SEC a registration statement on an appropriate form with respect to such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective; provided , however , that the Company may discontinue any registration of Securities which it has initiated for its own account at any time prior to the effective date of the registration statement relating thereto (and, in such event, the Company shall pay the Registration Expenses incurred in connection therewith); and provided , further , that before filing a registration statement or prospectus, or any amendments or supplements thereto, the Company will (i) furnish to counsel for the sellers of Registrable Securities covered by such registration statement copies of all documents proposed to be filed, which documents will be subject to the review of such counsel, (ii) fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the sellers of Registrable Securities being sold may request, and (iii) make such of the representatives of the Company as shall be reasonably requested by the sellers of the Registrable Securities being sold available for discussion of such documents;

(b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period not in excess of two (2) years (which period shall not be applicable in the case of a shelf registration effected pursuant to a request under Section 2.2(b)) and to comply with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Securities covered by such registration statement during such period in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement; provided that before filing a registration statement or prospectus, or any amendments or supplements thereto, the Company will (i) furnish to counsel for the sellers of Registrable Securities covered by such registration statement copies of all documents proposed to be filed, which documents will be subject to the review of such counsel, (ii) fairly consider such reasonable changes in any such documents prior to or after the filing thereof as the counsel to the sellers of Registrable Securities being sold may request, and (iii) make such of the representatives of the Company as shall be reasonably requested by the sellers of the Registrable Securities being sold available for discussion of such documents;

(c) furnish to each seller of such Registrable Securities such number of copies of such registration statement and of each amendment and supplement thereto (in each case including all exhibits filed therewith, including any documents incorporated by reference), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and summary prospectus), in conformity with the requirements of the Securities Act, and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities by such seller;

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(d) use its reasonable best efforts to register or qualify such Registrable Securities covered by such registration in such jurisdictions as each seller shall reasonably request, and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller;

(e) use its reasonable best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities;

(f) notify each seller of any such Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the Company’s becoming aware that the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and at the request of any such seller, prepare and furnish to such seller a reasonable number of copies of an amended or supplemental prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;

(g) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC, and make available to its Security holders, as soon as reasonably practicable (but not more than eighteen (18) months) after the effective date of the registration statement, an earnings statement which shall satisfy the provisions of Section 11(a) of the Securities Act;

(h) (i) use its reasonable best efforts to list such Registrable Securities on any securities exchange on which other Securities of the Company are then listed if such Registrable Securities are not already so listed and if such listing is then permitted under the rules of such exchange; and (ii) use its reasonable best efforts to provide a transfer agent and registrar for such Registrable Securities covered by such registration statement not later than the effective date of such registration statement;

(i) enter into such customary agreements (including an underwriting agreement in customary form), which may include indemnification provisions in favor of underwriters and other Persons in addition to, or in substitution for the indemnification provisions hereof, and take such other actions as sellers of a majority of such Registrable Securities or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities;

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(j) obtain a “cold comfort” letter or letters from the Company’s independent public accountants in customary form and covering matters of the type customarily covered by “cold comfort” letters as the seller or sellers of a majority of such Registrable Securities shall reasonably request;

(k) make available for inspection by any seller of such Registrable Securities covered by such registration statement, by any underwriter participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;

(l) notify counsel for the Holders of Registrable Securities included in such registration statement and the managing underwriter or agent, immediately, and confirm the notice in writing: (i) when the registration statement, or any post-effective amendment to the registration statement, shall have become effective, or any supplement to the prospectus or any amendment to any prospectus shall have been filed; (ii) of the receipt of any comments from the SEC; (iii) of any request of the SEC to amend the registration statement or amend or supplement the prospectus or for additional information; and (iv) of the issuance by the SEC of any stop order suspending the effectiveness of the registration statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the registration statement for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes;

(m) provide each Holder of Registrable Securities included in such registration statement reasonable opportunity to comment on the registration statement, any post-effective amendments to the registration statement, any supplement to the prospectus or any amendment to any prospectus;

(n) make every reasonable effort to prevent the issuance of any stop order suspending the effectiveness of the registration statement or of any order preventing or suspending the use of any preliminary prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible moment;

(o) if requested by the managing underwriter or agent or any Holder of Registrable Securities covered by the registration statement, promptly incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriter or agent or such Holder reasonably requests to be included therein, including, with respect to the number of Registrable Securities being sold by such Holder to such underwriter or agent, the purchase price being paid therefor by such underwriter or agent and with respect to any other terms of the underwritten offering of the Registrable Securities to be sold in such offering; and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after being notified of the matters incorporated in such prospectus supplement or post-effective amendment;

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(p) cooperate with the Holders of Registrable Securities covered by the registration statement and the managing underwriter or agent, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing Securities to be sold under the registration statement, and enable such Securities to be in such denominations and registered in such names as the managing underwriter or agent, if any, or the Holders may request;

(q) use its reasonable best efforts to make available the executive officers of the Company to participate with the Holders of Registrable Securities and any underwriters in any “road shows” that may be reasonably requested by the Holders in connection with distribution of Registrable Securities;

(r) obtain for delivery to the Holders of Registrable Securities being registered and to the underwriter or agent an opinion or opinions and “negative assurance” letters from counsel for the Company in customary form and in form, substance and scope reasonably satisfactory to such Holders, underwriters or agents and their counsel; and

(s) cooperate with each seller of Registrable Securities and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA.

SECTION 2.4 Other Registration-Related Matters .

(a) The Company may require any Person that is Transferring Securities in a Public Offering pursuant to Sections 2.1 or 2.2 to furnish to the Company in writing such information regarding such Person and pertinent to the disclosure requirements relating to the registration and the distribution of the Registrable Securities which are included in such Public Offering as the Company may from time to time reasonably request in writing.

(b) Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 2.3(f), it will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until its receipt of the copies of the amended or supplemented prospectus contemplated by Section 2.3(f) and, if so directed by the Company, each Holder will deliver to the Company or destroy (at the Company’s expense) all copies, other than permanent file copies then in their possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event the Company gives any such notice, the period for which the Company will be required to keep the registration statement effective will be extended by the number of days during the period from and including the date of the giving of such notice pursuant to Section 2.3(f) to and including the date when each seller of Registrable Securities covered by such registration statement has received the copies of the supplemented or amended prospectus contemplated by Section 2.3(f).

(c) Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 2.3(l)(iv), it will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until the lifting of such stop order, other order or suspension or the

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termination of such proceedings and, if so directed by the Company, each Holder will deliver to the Company or destroy (at the Company’s expense) all copies, other than permanent file copies then in its possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event the Company gives any such notice, the period for which the Company will be required to keep the registration statement effective will be extended by the number of days during the period from and including the date of the giving of such notice pursuant to Section 2.3(l)(iv) to and including the date when such stop order, other order or suspension is lifted or such proceedings are terminated.

(d) (i) Each Holder will, in connection with a Public Offering of the Company’s equity Securities (whether for the Company’s account or for the account of any Holder or Holders, or any or all of them), upon the request of the Company or of the underwriters managing any underwritten offering of the Company’s Securities, agree in writing not to effect any sale, disposition or distribution of Registrable Securities (other than those included in the Public Offering) without the prior written consent of the managing underwriter for such period of time commencing seven (7) days before and ending one hundred eighty (180) days (or such earlier date as the managing underwriter shall agree) after the date of the final prospectus relating to such offering; provided that the Company shall cause all directors and executive officers of the Company, Holders of more than 5% of the Registrable Securities and all other Persons with registration rights with respect to the Company’s Securities (whether or not pursuant to this Agreement) (other than those that are parties to the LQ Parent Registration Agreement) to enter into agreements similar to those contained in this Section 2.4(d)(i) (without regard to this proviso); and (ii) the Company and its Subsidiaries will, in connection with an underwritten Public Offering of the Company’s Securities in respect of which Registrable Securities are included, upon the request of the underwriters managing such offering, agree in writing not to effect any sale, disposition or distribution of equity Securities of the Company (other than those included in such Public Offering, offered pursuant to Section 2.2(f), offered on Form S-8, issuable upon conversion of Securities or upon the exercise of options, or the grant of options in the ordinary course of business pursuant to then-existing management equity plans or equity-based employee benefit plans, in each case outstanding on the date a notice is given by the Company pursuant to Section 2.1(a) or a request is made pursuant to Section 2.2(a), as the case may be), without the prior written consent of the managing underwriter, for such period of time commencing seven (7) days before and ending one hundred eighty (180) days (or such earlier date as the managing underwriter shall agree) after the date of the final prospectus relating to such sale.

(e) With a view to making available the benefits of certain rules and regulations of the SEC which may at any time permit the sale of Securities of the Company to the public without registration after such time as a public market exists for Registrable Securities, the Company agrees:

(i) to make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, at all times after the effective date of the first registration under the Securities Act filed by the Company for an offering of its Securities to the public;

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(ii) to use its commercially reasonable efforts to then file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements); and

(iii) so long as a Holder owns any Registrable Securities, to furnish to such Holder promptly upon request: (A) a written statement by the Company as to its compliance with the reporting requirements of Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company for an offering of its Securities to the public), and of the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements); (B) a copy of the most recent annual or quarterly report of the Company; and (C) such other reports and documents of the Company as such Holder may reasonably request in availing itself or himself of any rule or regulation of the SEC allowing such Holder to sell any such Securities without registration.

(f) Counsel to represent Holders of Registrable Securities shall be selected by the Holders of at least a majority of the Registrable Securities included in the relevant registration.

(g) Each of the parties hereto agrees that the registration rights provided to the Holders herein are not intended to, and shall not be deemed to, override or limit any other restrictions on Transfer to which any such Holder may otherwise be subject.

ARTICLE III

INDEMNIFICATION

SECTION 3.1 Indemnification by the Company . In the event of any registration of any Securities of the Company under the Securities Act pursuant to Sections 2.1 or 2.2, the Company hereby indemnifies and agrees to hold harmless, to the fullest extent permitted by Law, each Holder who sells Registrable Securities covered by such registration statement, each Affiliate of such Holder and their respective directors and officers or general and limited partners (and the directors, officers, employees, Affiliates and controlling Persons of any of the foregoing), each other Person who participates as an underwriter in the offering or sale of such Securities and each other Person, if any, who controls such Holder or any such underwriter within the meaning of the Securities Act (each, and “ Indemnified Party ” and collectively, the “ Indemnified Parties ”), against any and all losses, claims, damages or liabilities, joint or several, and reasonable and documented expenses to which such Indemnified Party may become subject under the Securities Act, common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof, whether or not such Indemnified Party is a party thereto) arise out of or are based upon: (a) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Securities were registered under the Securities Act, any preliminary, final or summary prospectus contained therein, any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the shares of Common Stock (each such communication by the Company or its agents and representatives (other than any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or

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Rule 134 under the Securities Act) an “ Issuer Free Writing Prospectus ”) or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or any amendment or supplement thereto, or any document incorporated by reference therein, or any other such disclosure document (including reports and other documents filed under the Exchange Act and any document incorporated by reference therein) or related document or report; (b) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in the case of a prospectus, in the light of the circumstances when they were made; or (c) any violation or alleged violation by the Company or any of its Subsidiaries of any federal, state, foreign or common law rule or regulation applicable to the Company or any of its Subsidiaries and relating to action or inaction in connection with any such registration, disclosure document or related document or report, and the Company will reimburse such Indemnified Party for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided that the Company will not be liable to any Indemnified Party in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, in any such preliminary, final or summary prospectus, or any amendment or supplement thereto in reliance upon and in conformity with written information with respect to such Indemnified Party furnished to the Company by such Indemnified Party expressly for use in the preparation thereof. Such indemnity will remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any Indemnified Party and will survive the Transfer of such Securities by such Holder or any termination of this Agreement.

SECTION 3.2 Indemnification by the Holders and Underwriters . The Company may require, as a condition to including any Registrable Securities in any registration statement filed in accordance with Sections 2.1 or 2.2, that the Company shall have received an undertaking reasonably satisfactory to it from the Holder of such Registrable Securities or any prospective underwriter to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 3.1) the Company, all other Holders or any prospective underwriter, as the case may be, and any of their respective Affiliates, directors, officers and controlling Persons, with respect to any untrue statement in or omission from such registration statement, any preliminary, final or summary prospectus contained therein, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or any amendment or supplement, if such untrue statement or omission was made in reliance upon and in conformity with written information with respect to such Holder or underwriter furnished to the Company by such Holder or underwriter expressly for use in the preparation of such registration statement, preliminary, final or summary prospectus or amendment or supplement, or a document incorporated by reference into any of the foregoing. Such indemnity will remain in full force and effect regardless of any investigation made by or on behalf of the Company or any of the Holders, or any of their respective Affiliates, directors, officers or controlling Persons and will survive the Transfer of such Securities by such Holder. In no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds actually received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

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SECTION 3.3 Notices of Claims, Etc . Promptly after receipt by an Indemnified Party hereunder of written notice of the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Article III, such Indemnified Party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; provided that the failure of the Indemnified Party to give notice as provided herein will not relieve the indemnifying party of its obligations under Sections 3.1 or 3.2, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless in such Indemnified Party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel selected by the Holders of at least a majority of the Registrable Securities included in the relevant registration, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. If, in such Indemnified Party’s reasonable judgment, having common counsel would result in a conflict of interest between the interests of such indemnified and indemnifying parties, then such Indemnified Party may employ separate counsel reasonably acceptable to the indemnifying party to represent or defend such Indemnified Party in such action, it being understood, however, that the indemnifying party will not be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for all such Indemnified Parties (and not more than one separate firm of local counsel at any time for all such Indemnified Parties) in such action. No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation.

SECTION 3.4 Contribution . If the indemnification provided for hereunder from the indemnifying party is unavailable to an Indemnified Party hereunder in respect of any losses, claims, damages, liabilities or expenses referred to herein for reasons other than those described in the proviso in the first sentence of Section 3.1, then the indemnifying party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and Indemnified Parties in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and Indemnified Parties shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or Indemnified Parties, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party under this Section 3.4 as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. In no event shall the liability of any selling Holder of Registrable Securities

hereunder be greater in amount than the dollar amount of the proceeds actually received by such Holder upon the sale of the Registrable Securities giving rise to such contribution obligation.

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The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 3.4 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

SECTION 3.5 Other Indemnification . Indemnification similar to that specified in this Article III (with appropriate modifications) shall be given by the Company and each seller of Registrable Securities with respect to any required registration or other qualification of Securities under any Law or with any Governmental Authority other than as required by the Securities Act.

SECTION 3.6 Non-Exclusivity . The obligations of the parties under this Article III will be in addition to any liability which any party may otherwise have to any other party.

ARTICLE IV

OTHER

SECTION 4.1 Notices . Any notice, request, instruction or other document to be given hereunder by any party hereto to another party hereto shall be in writing and shall be deemed given (a) when delivered personally, (b) five (5) Business Days after being sent by certified or registered mail, postage prepaid, return receipt requested, (c) one (1) Business Day after being sent by Federal Express or other nationally recognized overnight courier, or (d) if transmitted by facsimile, if confirmed within 24 hours thereafter by a signed original sent in the manner provided in clause (a), (b) or (c) to parties at the following addresses (or at such other address for a party as shall be specified by prior written notice from such party):

if to the Company:

CorePoint Lodging Inc.

909 Hidden Ridge, Suite 600

Irving, Texas 75038

Attention: General Counsel

Fax: (972) 893-3499

if to Blackstone:

The Blackstone Group L.P.

c/o Blackstone Real Estate Advisors L.P.

345 Park Avenue, 42 ^nd Floor

New York, NY 10154

Attention: Head, U.S. Asset Management

Email: realestatenotices@blackstone.com

Fax: (212) 583-5191

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SECTION 4.2 Assignment . Neither the Company nor any Holder shall assign all or any part of this Agreement without the prior written consent of the Company and Blackstone; provided , however , that any Blackstone Entity may assign its rights and obligations under this Agreement in whole or in part to any of its Affiliates. Except as otherwise provided herein, this Agreement will inure to the benefit of and be binding on the parties hereto and their respective successors and permitted assigns. If the Common Stock shall be exchanged for or replaced by Securities of another Person, the Company shall use reasonable best efforts to cause such Person to expressly assume all of the Company’s obligations hereunder, to the extent applicable.

SECTION 4.3 Amendments; Waiver . This Agreement may be amended, supplemented or otherwise modified only by a written instrument executed by the Company and the Holders holding a majority of the Registrable Securities subject to this Agreement; provided that no such amendment, supplement or other modification shall adversely affect the economic interests of any Holder hereunder disproportionately to other Holders without the written consent of such Holder. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and executed by the party so waiving. Except as provided in the preceding sentence, no action taken pursuant to this Agreement, including without limitation, any investigation by or on behalf of any party, will be deemed to constitute a waiver by the party taking such action of compliance with any covenants or agreements contained herein. The waiver by any party hereto of a breach of any provision of this Agreement will not operate or be construed as a waiver of any subsequent breach.

SECTION 4.4 Third Parties . This Agreement does not create any rights, claims or benefits inuring to any person that is not a party hereto nor create or establish any third party beneficiary hereto.

SECTION 4.5 Governing Law . This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware.

SECTION 4.6 Jurisdiction . The Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) shall have exclusive jurisdiction over the parties with respect to any dispute or controversy between them arising under or in connection with this agreement and, by execution and delivery of this agreement, each of the parties to this Agreement submits to the exclusive jurisdiction of those courts, including but not limited to the in personam and subject matter jurisdiction of those courts, waives any objections to such jurisdiction on the grounds of venue or forum non conveniens , the absence of in personam or subject matter jurisdiction and any similar grounds, consents to service of process by mail (in accordance with the notice provisions of this Agreement) or any other manner permitted by Law, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement.

SECTION 4.7 MUTUAL WAIVER OF JURY TRIAL . THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY RIGHTS OR REMEDIES UNDER THIS AGREEMENT.

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SECTION 4.8 Specific Performance . Each of the parties hereto acknowledges and agrees that in the event of any breach of this Agreement by any of them, the non-breaching party would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and that the parties, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement.

SECTION 4.9 Entire Agreement . This Agreement sets forth the entire understanding of the parties hereto with respect to the subject matter hereof. There are no agreements, representations, warranties, covenants or undertakings with respect to the subject matter hereof other than those expressly set forth herein. This Agreement supersedes all other prior agreements and understandings between the parties with respect to such subject matter.

SECTION 4.10 Severability . If one or more of the provisions, paragraphs, words, clauses, phrases or sentences contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision, paragraph, word, clause, phrase or sentence in every other respect and of the remaining provisions, paragraphs, words, clauses, phrases or sentences hereof shall not be in any way impaired, it being intended that all rights, powers and privileges of the parties hereto shall be enforceable to the fullest extent permitted by Law.

SECTION 4.11 Counterparts . This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original and all of which together will be deemed to be one and the same instrument.

SECTION 4.12 Effectiv eness . This Agreement shall become effective, as to any Holder, as of the date signed by the Company and countersigned by such Holder.

[ Remainder of Page Intentionally Left Blank ]

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

[ Signature Page to Registration Rights Agreement ]

                                 BLACKSTONE:

[ Signature Page to Registration Rights Agreement ]

[ Signature Page to Registration Rights Agreement ]

Exhibit 10.5

LOAN AGREEMENT

Dated as of May 30, 2018

By and Among

THE ENTITIES SET FORTH ON SCHEDULE I ATTACHED HERETO,

collectively, as Borrower,

COREPOINT TRS L.L.C.,

as Operating Lessee

and

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,

as Lender

TABLE OF CONTENTS

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LOAN AGREEMENT

This LOAN AGREEMENT , dated as of May 30, 2018 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “ Agreement ”), between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION , having an address at 383 Madison Avenue, New York, New York 10179 (“ JPM ”, and together with any lender from time to time a party hereto, and their respective successors and/or assigns, each a “ Co-Lender ” and, collectively, “ Lender ”), COREPOINT TRS L.L.C. , a Delaware limited liability company, having its principal place of business at c/o CorePoint Lodging Inc., MacArthur Ridge II, 909 Hidden Ridge Boulevard, Irving, Texas 75038 (“ Operating Lessee ”) and THE ENTITIES SET FORTH ON SCHEDULE I ATTACHED HERETO , each having its principal place of business at c/o CorePoint Lodging Inc., MacArthur Ridge II, 909 Hidden Ridge Boulevard, Irving, Texas 75038 (each, an “ Individual Borrower ” and, collectively, “ Borrower ”).

W  I  T  N  E  S   S  E  T  H :

WHEREAS, Borrower desires to obtain the Loan (as hereinafter defined) from Lender; and

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 (as hereinafter defined).

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 I.

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 Counterparty ” shall mean a counterparty to the Interest Rate Cap Agreement (or the guarantor of such counterparty’s obligations) that (i) has and shall maintain, until the expiration of the applicable Interest Rate Cap Agreement, a long-term unsecured debt rating of not less than “A+” by S&P or “A1” from Moody’s, (ii) has and shall maintain, until the expiration of the applicable Interest Rate Cap Agreement, if any of the Securities or any class thereof in any Securitization is rated by Moody’s, a long-term senior unsecured debt rating of at least “A1” from Moody’s and (iii) as of the date of entrance into such Interest Rate Cap Agreement has, if any of the Securities or any class thereof in any Securitization is rated by Fitch and such counterparty is rated by Fitch, a long-term unsecured debt rating of at least “A” (and not on “Rating Watch Negative”) by Fitch and a short-term unsecured debt rating of at least “F-1”

(and not on “Rating Watch Negative”) by Fitch and shall maintain, if any of the Securities or any class thereof in any Securitization is rated by Fitch and such counterparty is rated by Fitch, a long-term unsecured debt rating of at least “A” by Fitch and a short-term unsecured debt rating of at least “F-1” by Fitch. Notwithstanding anything to the contrary, SMBC Capital Markets, Inc. shall qualify as an Acceptable Counterparty subject to providing a guaranty reasonably acceptable to Lender from an affiliate satisfying the foregoing credit ratings requirements.

“ Additional Insolvency Opinion ” shall mean a non-consolidation opinion letter delivered in connection with the Loan subsequent to the Closing Date and prior to a rated Securitization, reasonably satisfactory in form and substance to Lender, and, following a rated Securitization, satisfactory in form and substance to the Approved Rating Agencies, and from counsel acceptable to Lender.

“ Additional Interest ” shall have the meaning set forth in Section  2.4.1(a) hereof.

“ Adjusted Release Amount ” shall mean, for any Individual Property to be released (other than a Specified Ground Leased Property or Specified Fee Property), the sum of (a) the Amortized Release Amount for such Individual Property and (b) the applicable Release Price Premium for such Individual Property.

“ Administrative Agent ” means JPM or any successor thereof in accordance with Section  10.24(d) of this Agreement.

“ Administrative Agent Decisions ” shall have the meaning set forth in Section  10.24(a) hereof.

“ Affected Property ” shall have the meaning set forth in Section  9.1.3 hereof.

“ Affiliate ” shall mean, as to any Person, any other Person that, directly or indirectly, is in Control of, is Controlled by or is under common Control with such Person or is a director or officer of such Person or of an Affiliate of such Person.

“ Affiliated Manager ” shall mean any Manager which Borrower, Operating Lessee, Principal, Sponsor or Guarantor Controls or has, directly or indirectly, fifty-one percent (51%) or more of the legal, beneficial or economic interest therein.

“ Agent ” shall mean any Eligible Institution acting as Agent under the Cash Management Agreement.

“ Agreement ” shall mean this Loan Agreement, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

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

“ Alterations Deposit ” shall have the meaning set forth in Section  5.1.22 hereof.

“ Amortized Release Amount ” shall mean, for any Individual Property (other than a Specified Ground Leased Property or Specified Fee Property), the Release Amount for such

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Individual Property, as such amount may be reduced by (a) prepayments that are made in connection with a Default Release, a Ground Lease Default Release, a Sale/Franchise/Brand Management Default Release or a release in connection with a Casualty/Condemnation Prepayment in excess of such Individual Property’s Amortized Release Amount, in each case, the principal amount of the Loan repaid in excess of such Individual Property’s Amortized Release Amount shall be deemed to reduce the Amortized Release Amounts of the Properties subject to the Lien of the Mortgages at the time of such payment or prepayment pro rata and (b) any voluntary repayment or prepayment made other than in connection with an Individual Property release, in which case the principal amount of the Loan repaid in connection with such repayment or prepayment shall be deemed to reduce the Amortized Release Amounts of the Properties subject to the Lien of the Mortgages at the time of such prepayment pro rata .

“ Alternate Rate ” shall mean, with respect to each Interest Period, the per annum rate of interest of the Alternate Rate Index determined as of the Determination Date immediately preceding the commencement of such Interest Period, plus the Alternate Rate Spread; provided that in no event will the Alternate Rate be less than the Minimum Rate.

“ Alternate Rate Index ” shall mean a floating rate index (a) that in Lender’s good faith determination, is commonly accepted by market participants in commercial mortgage backed securities transactions as an alternative to the LIBOR Rate Index, (b) that is publicly recognized by ISDA as an alternative to the LIBOR Rate Index and (c) for which ISDA has approved an amendment to, or protocol which has the effect of amending or replacing, pre-existing ISDA-based hedge agreements, generally providing such floating rate index as a standard alternative to the LIBOR Rate Index; provided that in no event will the Alternate Rate Index be less than the Minimum Rate Index.

“ Alternate Rate Loan ” shall mean the Loan at such time as interest thereon accrues at a rate of interest based upon the Alternate Rate.

“ Alternate Rate Spread ” shall mean, in connection with any conversion of the Loan, with respect to any Component from (A) a LIBOR Rate Loan to an Alternate Rate Loan, the difference (expressed as the number of basis points) of (a) the LIBOR Rate Index plus the LIBOR Rate Spread as of the Determination Date for which the LIBOR Rate Index was last applicable to the Loan minus (b) the Alternate Rate Index as of such Determination Date and (B) a Prime Rate Loan to an Alternate Rate Loan, the difference (expressed as the number of basis points) of (a) the LIBOR Rate Index plus the LIBOR Rate Spread as of the Determination Date for which the LIBOR Rate Index was last applicable to the Loan minus (b) the Alternate Rate Index as of such Determination Date; provided, however, that in either such case the Alternate Rate Spread shall not be less than the Minimum Rate Spread. The Alternate Rate Spread shall be increased for each Component by 15 basis points (0.15%) from and after the Interest Period applicable to the Payment Date in July, 2023 in accordance with Section  2.8(d) , without duplication of any increase with respect to the LIBOR Rate Spread or the Prime Rate Spread in accordance with Section  2.8(d) , as applicable, and an additional 10 basis points (0.10%) from and after the Interest Period applicable to the Payment Date in July, 2024 in accordance with Section  2.8(e) , without duplication of any increase with respect to the LIBOR Rate Spread or the Prime Rate Spread in accordance with Section  2.8(e) , as applicable.

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“ Annual Budget ” shall mean the operating budget, including all planned Capital Expenditures, for the Properties prepared by or on behalf of Borrower in accordance with Section  5.1.11(d) hereof for the applicable Fiscal Year or other period.

“ Applicable Rate ” shall mean (i) the LIBOR Rate for so long as the Loan is a LIBOR Rate Loan, (ii) the Alternate Rate for so long as the Loan is an Alternate Rate Loan and (iii) the Prime Rate for so long as the Loan is a Prime Rate Loan; provided that in no event will the Applicable Rate be less than the Minimum Rate.

“ Applicable Rate Index ” shall mean (i) the LIBOR Rate Index for so long as the Loan is a LIBOR Rate Loan, (ii) the Alternate Rate Index for so long as the Loan is an Alternate Rate Loan and (iii) the Prime Rate Index for so long as the Loan is a Prime Rate Loan.

“ Applicable Rate Spread ” shall mean (i) the LIBOR Rate Spread for so long as the Loan is a LIBOR Rate Loan, (ii) the Alternate Rate Spread for so long as the Loan is an Alternate Rate Loan and (iii) the Prime Rate Spread for so long as the Loan is a Prime Rate Loan.

“ Applicable Similar Law ” shall have the meaning set forth in Section  5.2.9 hereof.

“ Approved Annual Budget ” shall have the meaning set forth in Section  5.1.11 hereof.

“ Approved Alterations ” shall have the meaning specified in Section  5.1.22 hereof.

“ Approved Bank ” shall mean a bank or other financial institution satisfying the requirements of clause  (i) of the definition of Eligible Institution.

“ Approved Rating Agencies ” shall mean each of S&P, Moody’s, Fitch, and Morningstar or any other nationally recognized statistical rating agency in each case, which has been approved by Lender and designated by Lender to assign a rating to the Securities and which has assigned a rating to the Securities.

“ Assignment of Agreements ” shall mean that certain Assignment of Agreements Affecting Real Estate, by and among Borrower, Lender and Operating Lessee, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“ Assignment of Interest Rate Cap Agreement ” shall have the meaning set forth in Section  2.2.7(a) hereof.

“ Assignment of Management Agreement ” shall mean, individually and/or collectively, as the context may require, those certain assignments of management agreement and subordination of management fees, dated as of the Closing Date, among Lender, the applicable Borrower, the applicable Manager and Operating Lessee as set forth on Schedule  1.8 , attached hereto, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“ Assumed Corporate Overhead Amount ” shall mean $13,300,000.00.

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“ AUP Costs ” shall mean costs incurred in connection with Lender’s engagement of a certified public accounting firm to perform agreed-upon procedures (AUP) and issue a report of finding based on such procedures.

“ Award ” shall mean any compensation paid by any Governmental Authority to Borrower, Operating Lessee or any of their respective Affiliates in connection with a Condemnation in respect of all or any part of any Individual Property.

“ Bankruptcy Action ” shall mean with respect to any Person (a) such Person filing a voluntary petition under the Bankruptcy Code; (b) the filing of an involuntary petition against such Person under the Bankruptcy Code or soliciting or causing to be solicited petitioning creditors for any involuntary petition against such Person under the Bankruptcy Code; (c) such Person filing an answer consenting to or otherwise acquiescing in or joining in any involuntary petition filed against it, by any other Person under the Bankruptcy Code; (d) such Person consenting to or acquiescing in or joining in an application for the appointment of a custodian, receiver, trustee, or examiner for such Person or any portion of any Individual Property; or (e) such Person making an assignment for the benefit of creditors.

“ Bankruptcy Code ” shall mean Title 11 of the United States Code, 11 U.S.C. § 101, et seq. , as the same may be 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 or any other Federal, state, local or foreign bankruptcy or insolvency law.

“ Basic Carrying Costs ” shall mean, with respect to each Individual Property, for any period, the sum of the following costs associated with such Individual Property: (a) Taxes, (b) Other Charges and (c) Insurance Premiums.

“ Borrower ” shall have the meaning set forth in the introductory paragraph hereto, together with its successors and permitted assigns.

“ Borrower Brand Management Default ” shall have the meaning set forth in Section  2.5.2 .

“ Borrower Franchise Default ” shall have the meaning set forth in Section  2.5.2 .

“ Brand Managed Property ” shall mean, individually and/or collectively, as the context requires, any Individual Property managed by a Brand Manager.

“ Brand Management Agreement ” shall mean, a Management Agreement with a Brand Manager.

“ Brand Management Default Election Notice ” shall have the meaning set forth in Section  8.1(a) hereof.

“ Brand Manager ” shall mean, individually and/or collectively as the context may require, with respect to any Individual Property, any Affiliate of Hyatt Corporation, Hilton Worldwide Inc., Marriott International Inc., La Quinta Holdings Inc., Wyndham Worldwide

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Corporation, Wyndham Hotels & Resorts, Inc. and Motel 6 (provided such manager also flags the Property) or any other Replacement Manager that is not an Affiliate of Borrower and also flags the Property.

“ Breakage Costs ” shall have the meaning set forth in Section  2.2.3 hereof.

“ Business Day ” shall mean any day other than a Saturday, Sunday or any other day on which any of (a) national banks in New York, New York, or (b) the place of business of the trustee under a Securitization (or, if no Securitization has occurred, Lender), or (c) the place of business of any Servicer or the financial institution that maintains any collection account for or on behalf of any Servicer or any Reserve Funds or (d) the New York Stock Exchange or the Federal Reserve Bank of New York is not open for business.

“ Calculation Date ” shall mean the last day of each calendar quarter during the Term and any day on which there is a prepayment of any portion of the outstanding principal amount of the Loan pursuant to Section  2.4.1 hereof.

“ Capital Expenditures ” shall mean, for any period, the amount expended for items capitalized under GAAP and the Uniform System of Accounts (including expenditures for building improvements or major repairs and replacements).

“ Cash Management Account ” shall have the meaning set forth in Section  2.6.2 hereof.

“ Cash Management Agreement ” shall mean that certain Cash Management Agreement, dated as of the date hereof, by and among Borrower, Operating Lessee, Lender and any Agent which may become a party to such agreement, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“ Cash Trap Event ” shall mean the occurrence of any one or more of the following events: (a) an Event of Default, or (b) a Debt Yield Trigger Event.

“ Cash Trap Event Cure ” shall mean (a) no Event of Default shall be continuing, and in the event that the related Cash Trap Event occurred solely as a result of an Event of Default, Lender (in its sole and absolute discretion) shall have accepted a cure by Borrower of such Event of Default, and (b) in the event that the related Cash Trap Event occurred as a result of a Debt Yield Trigger Event, the achievement of a Debt Yield Cure.

“ Cash Trap Period ” shall mean the period commencing on the occurrence of a Cash Trap Event and terminating on the date of a Cash Trap Event Cure.

“ Cash Trap Sweep Instructions ” shall have the meaning set forth in Section  2.6.1(e) hereof.

“ Casualty ” shall have the meaning set forth in Section  6.2 hereof.

“ Casualty/Condemnation Prepayment ” shall have the meaning set forth in Section  6.4 hereof.

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“ Casualty/Condemnation Threshold Amount ” shall mean the greater of (i) One Million and No/100 Dollars ($1,000,000.00) and (ii) five percent (5.00%) of the Release Amount for the applicable Individual Property.

“ Casualty Consultant ” shall have the meaning set forth in Section  6.4 hereof.

“ Casualty Retainage ” shall have the meaning set forth in Section  6.4 hereof.

“ Cause ” shall mean, with respect to an Independent Director, (a) acts or omissions by such Independent Director that constitute systematic and persistent or willful disregard of such Independent Director’s duties, (b) such Independent Director has been indicted or convicted for any crime or crimes of moral turpitude or dishonesty or for any violation of any Legal Requirements, (c) such Independent Director no longer satisfies the requirements set forth in the definition of “Independent Director”, (d) the fees charged for the services of such Independent Director are materially in excess of the fees charged by the other providers of Independent Directors listed in the definition of “Independent Director”, (e) the death, incapacity or resignation of such Independent Director or (f) any other reason for which the prior written consent of Lender shall have been obtained.

“ Clearing Account ” shall have the meaning set forth in Section  2.6.1 hereof.

“ Clearing Account Agreement ” shall mean, individually and/or collectively (as the context requires), those certain clearing account control agreements, dated as of the date hereof, described on Schedule  2.6.1 hereto, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, relating to funds deposited in any Clearing Account.

“ Clearing Bank ” shall mean those clearing banks which establish, maintain and hold each Clearing Account, each of which shall be an Eligible Institution.

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

“ Closing Date Debt Yield ” shall mean seventeen and twenty-three hundredths percent (17.23%).

“ Code ” shall mean the Internal Revenue Code of 1986, as amended.

“ Co-Lender ” shall have the meaning set forth in the introductory paragraph hereto, together with its successors and/or assigns.

“ Component ” shall mean, individually, any one of Component A, Component B, Component C, Component D, Component E and Component F, and “ Components ” shall mean, collectively, Component A, Component B, Component C, Component D, Component E and Component F.

“ Component  A ” shall mean the component of the Loan designated as “A” in Section  2.1.5 hereof.

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“ Component  B ” shall mean the component of the Loan designated as “B” in Section  2.1.5 hereof.

“ Component  C ” shall mean the component of the Loan designated as “C” in Section  2.1.5 hereof.

“ Component  D ” shall mean the component of the Loan designated as “D” in Section  2.1.5 hereof.

“ Component  E ” shall mean the component of the Loan designated as “E” in Section  2.1.5 hereof.

“ Component  F ” shall mean the component of the Loan designated as “F” in Section  2.1.5 hereof.

“ Concentration Account ” shall have the meaning set forth in Section  2.6.1 hereof.

“ Concentration Account Agreement ” shall mean, individually and/or collectively (as the context requires), those certain clearing account control agreements, dated as of the date hereof, described on Schedule  2.6.1 hereto, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, relating to funds deposited in the applicable Concentration Account.

“ Concentration Bank ” shall mean each clearing bank which establishes, maintains and holds the Concentration Account, which shall be an Eligible Institution.

“ Condemnation ” shall mean a temporary or permanent taking by any Governmental Authority as the result or 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.

“ Condemnation Proceeds ” shall have the meaning set forth in Section  6.4 hereof.

“ Connection Income Taxes ” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Section 2.7 Taxes or branch profits Section 2.7 Taxes.

“ Consent Request Date ” shall have the meaning set forth in Section  10.24(d) hereof.

“ Consumer Price Index ” shall mean the Consumer Price Index as published by the United States Department of Labor, Bureau of Labor Statistics or any substitute index hereafter adopted by the Department of Labor.

“ Contribution Agreement ” shall mean that certain Contribution Agreement among the Individual Borrowers dated as of the date hereof, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.