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LOAN AGREEMENT

Dated as of March 6, 2015

Between

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

and

COLUMN FINANCIAL, INC.,
as Lender

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LOAN AGREEMENT

THIS LOAN AGREEMENT , dated as of March 6, 2015 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “A greement ”), between COLUMN FINANCIAL, INC. , having an address at 11 Madison Avenue, New York, New York 10010 (together with its successors and/or assigns, “ Lender ”) and each of the parties set forth on Schedule I attached hereto, each having an address c/o Ashford Hospitality Trust, 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254 (together with their successors and/or assigns, individually and/or collectively, as the context may require, “ Borrower ”).

RECITALS:

WHEREAS , Borrower desires to obtain the Loan from Lender.

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

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

ARTICLE 1
DEFINITIONS; PRINCIPLES OF CONSTRUCTION

Section 1.1.      Definitions

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

“ 1031 Exchange ” shall mean the transfer of one hundred percent (100%) of PIM H.H. 1031 LLC’s ownership interests in PIM Highland Holding LLC to Guarantor.

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

“ Acceptable Counterparty ” shall mean a bank or other financial institution which has (a) a long-term unsecured debt rating of “A+” or higher by S&P (which rating shall not include a “t” or otherwise reflect a termination risk or otherwise be qualified); (b) either (i) a long-term unsecured debt rating of not less than “A2” by Moody’s (which rating shall not include a “t” or otherwise reflect a termination risk or otherwise be qualified) and a short-term senior unsecured debt rating of at least “P1” from Moody’s (which rating shall not include a “t” or otherwise reflect a termination risk or otherwise be qualified), or (ii) if no short-term debt rating exists, a long-term senior unsecured debt rating of at least “A1” from Moody’s (which rating shall not include a “t” or otherwise reflect a termination risk or otherwise be qualified); and (c) a long-term unsecured debt

rating of at least “A” by Fitch (and not on Ratings Watch Negative) and short-term unsecured debt rating of at least “F1” (and not on Ratings Watch Negative) by Fitch.

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

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

(a)    Permitted Encumbrances;

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

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

(d)     other than during the period that is sixty (60) days prior to and sixty (60) days following a Securitization, an Advised Entity Transfer;

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

(f)    upon not less than thirty (30) days prior written notice to Lender, a pledge of stock, membership interests and/or partnership interests in a Parent Entity or, after an Advised Entity Transfer, a comparable parent level entity, to an institutional lender (as agent), provided that such pledge is pursuant to a corporate credit facility made to a Parent Entity which secures all or substantially all of the assets of such Parent Entity and the repayment of the debt which such pledge secures is not tied solely to the cash flow from one or more Individual Properties.

“ Adjusted Prime Rate ” shall mean an interest rate per annum equal to the Prime Rate in effect from time to time plus five percent (5%) per annum.

“ Advised Entity ” shall mean (a) a private real estate investment trust (or its related operating partnership) or (b) a Public REIT (or its related operating partnership) that, in each case, is externally advised by Ashford, Inc. or its Affiliates.

“ Advised Entity Transfer ” shall mean, subject to Section 7.6 hereof, the transfer (but not pledge) of one hundred percent (100%) of the indirect equity interests in Borrower, HHSD and Operating Lessee to an Advised Entity.

“ Affected Property ” shall have the meaning set forth in Section 13.9 hereof.

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

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

“ Aggregate PIP Work Costs ” shall mean, as of the date of determination, the aggregate of all estimated costs and expenses relating to PIP Work that has not been completed and paid for as of the date of determination.

“ Agreement ” shall have the meaning set forth in the preamble paragraph hereof.

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

“ Allocated Loan Amount ” shall, for each Individual Property, have the meaning set forth on Schedule II hereto.

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

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

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

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

“ Ashford ” shall mean Ashford Hospitality Limited Partnership.

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

“ 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, Borrower and Operating Lessee and the applicable Manager as set forth on Schedule XI attached hereto, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“ AST ” shall have the meaning set forth in Section 9.13 hereof.

“ Austin Condominium ” shall mean the condominium regime established with respect to the Individual Property located in Austin, Texas pursuant to the Austin Condominium Documents.

“ Austin Condominium Documents ” shall mean those documents set forth on Schedule XV attached hereto, as each of the same may be amended, restated, replaced or otherwise modified from time to time in accordance with the terms and conditions of this Agreement.

“ Austin License Agreement ” shall mean that certain License Agreement, dated February 9, 1998, from City of Austin, as licensor, to HH Austin Hotel Associates, L.P, as successor-in-interest to Highland Hospitality, L.P., as successor-in-interest to THI Austin L.P., as licensee, as the same may be amended, restated, replaced or otherwise modified from time to time in accordance with the terms and conditions of this Agreement.

“ Austin Parking Agreement ” shall mean that certain Parking Lease (Sheraton Austin Hotel Parking Garage) dated November 16, 1994 by and between Waller Hotel G.P., Inc., as landlord and Sabine-Waller Creek, Ltd., as tenant, recorded in the real property records of Travis County, Texas at Volume 12365 Page 1752, as amended by that certain First Amendment to Parking Lease dated December 12, 2006 by and between CP Austin Hotel, L.P., as landlord, and RMC 2004 Portfolio I, LP and RMC 2004 Investors 1-34, LLC, collectively as tenant, recorded in the real property records of Travis County, Texas as Document # 20085130701, as the same may be amended, restated, replaced or otherwise modified from time to time in accordance with the terms and conditions of this Agreement.

“ Austin Skybridge Agreement ” shall mean that certain Amended and Restated Skybridge Maintenance and Easement Agreement dated November 16, 1994 by and between Sabine-Waller Creek, Ltd. and Waller Hotel G.P., Inc., recorded in the real property records of Travis County, Texas at Volume 12365 Page 1808, as amended by that certain First Amendment to Amended and Restated Skybridge Maintenance and Easement Agreement dated December 12, 2006 by and between CP Austin Hotel, L.P., as hotel owner, and RMC 2004 Portfolio I, LP and RMC 2004 Investors 1-34, LLC, collectively as office owner, recorded in the real property records of Travis County, Texas as Document # 2007014688, as the same may be amended, restated, replaced or otherwise modified from time to time in accordance with the terms and conditions of this Agreement.

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

“ 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; (e) such Person making an assignment for the benefit of creditors; or (f) such person becomes insolvent.

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

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

“ BI ” shall have the meaning set forth in Section 8.2 hereof.

“ Borrower ” shall have the meaning set forth in the preamble paragraph hereof.

“ Boston Restaurant and Bar Lease ” shall mean that certain Lease, dated as of February 1, 2006, by HH FP Portfolio LLC, as landlord, and The Boston Leco Corp., as tenant, as amended by that certain First Amendment to Lease, dated as of January 2013.

“ Boston Valet Agreement ” shall mean that certain Management Agreement, dated January 1, 2004, between Patriot American Hospitality Partnership, L.P., DBA “Wyndham Tremont Boston” a Virginia Limited Partnership (predecessor in interest to HH FP Portfolio LLC), and LAZ Parking  LTD., Inc., a Massachusetts corporation, as amended by that certain Amendment No. 1 to Management Agreement, dated September 13, 2008, between HH FP Portfolio LLC and LAZ Parking LTD, LLC.

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

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

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

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

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

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

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

“ Cash Sweep Cure Payment ” shall mean either (i) delivery to Lender of an amount equal to the amount necessary to cause the Debt Service Coverage Ratio to be at least 1.15:1.00 for the immediately preceding twelve (12) month period calculated as if such amount had been applied pro-rata to the reduction of the principal balance of the Loan and each Mezzanine Loan at the beginning of such twelve (12) month period, or (ii) a pro-rata prepayment of (a) the Loan in accordance with the terms of Section 2.6 hereof and (b) each Mezzanine Loan in accordance with the terms thereof, in an amount necessary cause the Debt Service Coverage Ratio to be at least 1.15:1.00 for the immediately preceding twelve (12) month period calculated as if such amount had been applied pro-rata to the reduction of the principal balance of the Loan and each Mezzanine Loan at the beginning of such twelve (12) month period. Any amounts deposited pursuant to clause (i) of this provision shall be held as additional collateral for the Loan and shall only be returned to Borrower upon the earlier of (a) the date Lender determines that the Debt Service Coverage Ratio has been greater than or equal to 1.20:1.00 for the immediately preceding twelve (12) month period for two (2) consecutive fiscal quarters without giving effect to any amounts deposited pursuant to this provision and (b) payment in full of the Debt.

“ Cash Sweep Event ” shall mean the occurrence of one or more of the following events: (a) an Event of Default, (b) a Mezzanine Loan Default, (c) a DSCR Trigger Event, (d) a Bankruptcy Action with respect to Borrower or any Manager, (e) an Unflagged Trigger Event or (f) a Pre-Expiration Event.

“ Cash Sweep Event Cure ” shall mean (a) in the event the related Cash Sweep Event occurred solely as a result of an Event of Default, no Event of Default shall be continuing and Lender (in its sole and absolute discretion) shall have accepted a cure by Borrower of such Event of Default or otherwise waived such Event of Default, (b) in the event the related Cash Sweep Event occurred solely as a result of a Mezzanine Loan Default, no Mezzanine Loan Default shall be

continuing and the applicable Mezzanine Lender shall have accepted a cure by the applicable Mezzanine Borrowers of such Mezzanine Loan Default or otherwise waived such Mezzanine Loan Default, (c) in the event the related Cash Sweep Event occurred solely as a result of a DSCR Trigger Event, the achievement of a DSCR Trigger Event Cure, (d) (i) in the event the Cash Sweep Event occurred solely as a result of a Bankruptcy Action relating to Borrower or Manager, such Bankruptcy Action shall no longer exist and there shall have been no Material Adverse Effect as a result thereof or (ii) in the event the Cash Sweep Event occurred solely as a result of a Bankruptcy Action relating to any Manager, the replacement of such Manager in accordance with the terms and conditions of this Agreement, (e) in the event the Cash Sweep Event occurred solely as a result of an Unflagged Trigger Event, the achievement of an Unflagged Trigger Event Cure and (f) in the event the Cash Sweep Event occurred solely as a result of Pre-Expiration Event, the achievement of a Pre-Expiration Event Cure.

“ Cash Sweep Period ” shall mean the period commencing on the occurrence of a Cash Sweep Event and continuing until the last day of the calendar month in which Lender notifies Borrower of a Cash Sweep Event Cure.

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

“ Churchill Façade Required Repair Deadline ” shall have the meaning set forth in Section 9.1 hereof.

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

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

“ Common Charges ” shall have the meaning set forth in Section 4.46 hereof.

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

“ Compensating Interest ” shall mean, with respect to any payment or prepayment, (a) if made on a Payment Date, a sum equal to the amount of interest on the principal amount of the Loan paid or prepaid calculated through the end of the Interest Accrual Period in which such payment or prepayment occurs, and (b) if made on a day other than a Payment Date, a sum equal to the amount of interest on the principal amount of the Loan paid or prepaid which would have accrued under this Agreement through the end of the Interest Accrual Period corresponding to the next Payment Date.

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

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

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

“ Condominium ” shall mean, individually and/or collectively (as the context requires), (a) the Austin Condominium, (b) the Gaithersburg Condominium, (c) the Portsmouth Condominium and (d) the Sugar Land Condominium.

“ Condominium Board ” shall mean, with respect to each Condominium, the board of directors of the applicable condominium association or governing body.

“ Condominium Charges ” shall have the meaning set forth in Section 9.11(a) hereof.

“ Condominium Charges Funds ” shall have the meaning set forth in Section 9.11(a) hereof.

“ Condominium Charges Reserve Account ” shall have the meaning set forth in Section 9.11(a) hereof.

“ Condominium Documents ” shall mean, individually and/or collectively (as the context requires), (a) the Austin Condominium Documents, (b) the Gaithersburg Condominium Documents, (c) the Portsmouth Condominium Documents and (d) the Sugar Land Condominium Documents.

“ Condominium Law ” shall mean all applicable local, state and federal laws, rules and regulations which effect the establishment and maintenance of condominiums in the applicable State where each Condominium(s) is located.

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

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

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

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

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

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

“ Crowne Plaza Ravinia Investigation/Mitigation Funds ” shall have the meaning set forth in Section 9.10 hereof.

“ Crowne Plaza Ravinia Monitoring Funds ” shall have the meaning set forth in Section 9.10 hereof.

“ CY Savannah Parking Lease ” shall mean that certain Lease Agreement, dated June 23, 2006, by and between The Mayor and Aldermen of the City of Savannah, Georgia, as landlord, and HH LC Portfolio LLC, as tenant.

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

“ Debt ” shall mean the outstanding principal amount set forth in, and evidenced by, this Agreement and the Note together with all interest accrued and unpaid thereon and all other sums (including, without limitation, any Spread Maintenance Premium or other penalty or premium) due to Lender in respect of the Loan under the Note, this Agreement, the Mortgages or any other Loan Document.

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

“ Debt Service Coverage Ratio ” shall mean the ratio, as determined by Lender, of (i) Underwritten Net Cash Flow to (ii) the aggregate amount of Debt Service due under the Loan and each Mezzanine Loan for the immediately preceding twelve (12) month period.

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

(i)    Underwritten Net Cash Flow (calculated with respect to the preceding twelve (12) month period); by

(ii)    the aggregate principal amount of all Components and each Mezzanine Loan then outstanding.

“ Deemed Approval Standard ” shall mean, with respect to any matter subject to the Deemed Approval Standard, such approval not to be unreasonably withheld, conditioned or delayed, provided that: (i) no event of default shall have occurred and be continuing (either at the date of any notices specified below or as of the effective date of any deemed approval), (ii) Borrower shall have sent Lender a written request for approval with respect to such matter (the “ Initial Notice ”), which such Initial Notice shall have been (A) accompanied by any and all required information and documentation relating thereto as may be reasonably required in order to approve or disapprove such matter (the “ Approval Information ”) and (B) marked in bold lettering with the following language: “LENDER’S RESPONSE IS REQUIRED WITHIN TEN (10) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND LENDER” and the envelope containing the Initial Notice shall have been marked “PRIORITY-DEEMED APPROVAL MAY APPLY”; (iii) Lender shall have failed to respond in writing (which may be by e-mail) to the Initial Notice within the aforesaid time-frame; (iv) Borrower shall have submitted a second request for approval with respect to such matter in accordance with the applicable terms and conditions hereof (the “ Second Notice ”), which such Second Notice shall have been (A) accompanied by the Approval Information and (B) marked in bold lettering with the following language: “LENDER’S RESPONSE IS REQUIRED WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND

LENDER” and the envelope containing the Second Notice shall have been marked “PRIORITY-DEEMED APPROVAL MAY APPLY”; and (v) Lender shall have failed to respond in writing (which may be by email) to the Second Notice within the aforesaid time-frame. For purposes of clarification, Lender reasonably requesting additional and/or clarified information shall restart the applicable time period upon delivery of all such information for purposes of the foregoing. In the event Lender fails to grant or withhold its approval and consent to the matter that is the subject of a Borrower request within the time periods specified in the Deemed Approval Standard, then, so long as no Event of Default is continuing, Lender’s approval and consent shall be deemed to have been granted. Borrower shall pay any out-of-pocket costs and expenses incurred by Lender and Lender’s then current administrative or approval fee not to exceed $5,000 per request for approval and consent by Lender.

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

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

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

“ Deposit Account Agreement ” shall mean that certain Deposit Account Control Agreement (Hard Lockbox) dated as of the date hereof among Borrower, Lender and Deposit Bank, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

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

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

“ Disclosure Document ” shall have the meaning set forth in Section 13.5 hereof.

“ DSCR Trigger Event ” shall mean the period commencing on the date on which Lender notifies Borrower of its determination that the Debt Service Coverage Ratio is less than 1.15:1.00.

“ DSCR Trigger Event Cure ” shall mean (a) the Debt Service Coverage Ratio equals or exceeds 1.20:1.00 for the immediately preceding twelve (12) month period for two (2) consecutive fiscal quarters as determined by Lender or (b) receipt by Lender of a Cash Sweep Cure Payment.

“ E013224 ” shall have the meaning set forth in Section 4.38 hereof.

“ EBI ” shall mean EBI Consulting.

“ Eligible Account ” shall mean a separate and identifiable account from all other funds held by the holding institution that is either (i) an account or accounts maintained with a federal or state chartered depository institution or trust company which complies with the definition of Eligible Institution or (ii) a segregated trust account or accounts maintained with the corporate trust department of a federal or state chartered depository institution or trust company acting in its fiduciary capacity which, in the case of a federally chartered depository institution or trust company acting in its fiduciary capacity is subject to the regulations regarding fiduciary funds on deposit therein under 12 C.F.R. §9.10(b), and in the case of a state chartered depository institution or trust company, is subject to regulations substantially similar to 12 C.F.R. §9.10(b), having in either case a combined capital surplus of at least $50,000,000 and subject to supervision or examination by federal and state authority. An Eligible Account shall not be evidenced by a certificate of deposit, passbook or other instrument.

“ Eligible Institution ” shall mean (a) a depository institution or trust company insured by the Federal Deposit Insurance Corporation (i) the short term unsecured debt obligations or commercial paper of which are rated at least “A-1 + ” (or its equivalent) from each of the Rating Agencies (in the case of accounts in which funds are held for thirty (30) days or less) and (ii) the long term unsecured debt obligations of which are rated at least “A+” (or its equivalent) from each of the Rating Agencies (in the case of accounts in which funds are held for more than thirty (30) days), or (b) such other depository institution for which a Rating Agency Confirmation has been obtained.

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

“ Environmental Consultant ” shall mean EBI or any other environmental professional acceptable to Lender.

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

“ Environmental Report ” shall mean, individually and/or collectively (as the context may require), those certain Phase I environmental reports (or Phase II environmental reports, if required) with respect to each Individual Property and the Previously-Owned Property delivered by Borrower to Lender in connection with the origination of the Loan.

“ Environmental Reserve Account ” shall have the meaning set forth in Section 9.10 hereof.

“ Environmental Reserve Funds ” shall have the meaning set forth in Section 9.10 hereof.

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

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

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

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

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

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

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

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

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

“ Extended Franchise Agreement ” shall have the meaning set forth in the definition of “Pre-Expiration Event”.

“ Extended Management Agreement ” shall have the meaning set forth in the definition of “Pre-Expiration Event”.

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

“ Extension Fee ” shall mean, with respect to the exercise of each Extension Option (other than the first Extension Option), 0.125% of then outstanding principal amount of the Note. There will be no Extension Fee due in connection with the exercise of the first Extension Option.

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

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

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

“ FF&E ” shall mean all furniture, fixtures, equipment and personal property (including, without limitation, signs and computer hardware and software) located on or used in connection with the operation of the hotel at each Individual Property.

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

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

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

“ Final Required Repair Extended Deadline ” shall mean March 6, 2017.

“ First Colony Condominium ” shall have the meaning set forth on Schedule XV attached hereto.

“ First Required Repair Extended Deadline ” shall mean September 6, 2016.

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

“ Flood Insurance Acts ” shall have the meaning set forth in Section 8.1(a) hereof.

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

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

“ Franchise Extension Payment ” shall have the meaning set forth in Section 5.33 hereof.

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

“ Free Prepayment Amount ” shall have the meaning set forth in Section 2.6 hereof.

“ Full Replacement Cost ” shall have the meaning set forth in Section 8.2 hereof.

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

“ Further Investigations ” shall have the meaning set forth in Section 5.31 hereof.

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

“ Gaithersburg Condominium ” shall mean the condominium regimes established with respect to the Individual Property located in Gaithersburg, Maryland pursuant to the Gaithersburg Condominium Documents.

“ Gaithersburg Condominium Documents ” shall mean those documents set forth on Schedule XV attached hereto, as each of the same may be amended, restated, replaced or otherwise modified from time to time in accordance with the terms and conditions of this Agreement.

“ Gaithersburg Parking Agreement ” shall mean, collectively, (i) that certain Temporary Parking Easement Agreement dated August 4, 1988, by and between Washingtonian Investors Limited Partnership, Washingtonian Center Development Limited Partnership and Washingtonian Center Associates Inc. recorded in Liber 8429, folio 187, as may be amended from time to time pursuant to its terms and the Agreement; (ii) that certain Declaration of Parking Easement Agreement and Modification of Temporary Parking Easement Agreement recorded in Liber 9237, folio 166, as may be amended from time to time pursuant to its terms and the Agreement; (iii) that certain Parking Easement Agreement dated January 31, 1994, by and between Federal Deposit Insurance Corporation and RIO Associates Limited Partnership, recorded in Liber 12275, folio 292, as may be amended from time to time pursuant to its terms and the Agreement; (iv) that certain Parking Facilities and Easement Agreement dated January 14, 1998, by and between Washingtonian Associates, L.C. and RIO Associates Limited Partnership, recorded in Liber 15725, folio 146, as may be amended from time to time pursuant to its terms and the Agreement; and (v) that certain Amended and Restated Parking Facilities and Easement Agreement dated as of March 31, 2003, by and between Washingtonian Lake L.L.C., Washingtonian Office Associates, LLC, RIO Center Associates Limited Partnership, Theodore Pedas Revocable Trust/RIO Center, LLC, James Pedas Revocable Trust/RIO Center, LLC and Peterson RIO Center, L.L.C., recorded in Liber 23525, folio 206, and re-recorded on October 19, 2003 in Liber 25495, folio 693, as may be amended from time to time pursuant to its terms and the Agreement.

“ Gaithersburg Waterfront Association Agreement ” shall mean, collectively, (i) that certain Declaration of Covenants, Conditions, Easements and Restrictions for Washingtonian Waterfront Commercial Association, Inc. dated April 1, 2003 by Washingtonian Lake, L.L.C. and Washingtonian Office Associates, LLC, recorded in Liber 23525, folio 244, as amended by Declaration Supplement dated April 1, 2003, by and between Washingtonian Lake, L.L.C., Washingtonian Office Associates, LLC and CY-Gaithersburg, LLC, recorded in Liber 23525, folio 461, as further amended by Declaration Supplement dated April 1, 2003, by and between Washingtonian Lake, L.L.C. and Washingtonian Office Associates, LLC, recorded in Liber 23525, folio 372, in each case in the Land Records of Montgomery County, Maryland, as such documents may be amended from time to time pursuant to their terms and the Agreement; and (ii) the articles, by-laws, plats and plans and other operating documents under which the Washingtonian Waterfront Commercial Association, Inc. is organized and operated, as such documents may be amended from time to time pursuant to their terms and the Agreement.

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

“ Gross Revenues ” shall mean, with respect to any period of time, all revenues and receipts of every kind derived from the management and operation of the Properties from whatever source, computed in accordance with the Uniform System of Accounts and GAAP, including without limitation, all income and proceeds received from rental of rooms, Leases and commercial space, meeting, conference and/or banquet space within the Properties including net parking revenue, all income and proceeds received from food and beverage operations and from catering services conducted from the Properties even though rendered outside of the Properties, all income and proceeds from business interruption, rental interruption and use and occupancy insurance with respect to the operation of the Properties (after deducting therefrom all necessary costs and expenses incurred in the adjustment or collection thereof), all Awards for temporary use (after deducting therefrom all costs incurred in the adjustment or collection thereof and in Restoration of the Properties), all income and proceeds from judgments, settlements and other resolutions of disputes with respect to the foregoing matters which would be includable in this definition of “Gross Revenue” if received in the ordinary course of the operation of the Properties (after deducting therefrom all necessary costs and expenses incurred in the adjustment or collection thereof), and interest on credit accounts, rent concessions or credits, and other required pass-throughs and interest on Reserve Funds, but specifically excluding (1) gross receipts received by lessees, licensees or concessionaires of the Properties, (2) intentionally omitted, (3) goods and services to be provided at other hotels, although arranged by, for or on behalf of Borrower or Manager, (4) income and proceeds from the sale or other disposition of goods, capital assets and other items not in the ordinary course of the operation of the Properties, (5) federal, state and municipal excise, sales and use taxes collected directly from patrons or guests of the Properties as a part of or based on the sales price of any goods, services or other items, such as gross receipts, room, admission, cabaret or equivalent taxes, refunds of amounts not included in Operating Expenses at any time and uncollectible accounts,

gratuities collected by employees at the Properties, (6) the proceeds of any permitted financing, (7) other income or proceeds resulting other than from the use or occupancy of the Properties or any part thereof, other than from the sale of goods, services or other items sold on or provided from the Properties in the ordinary course of business, and (8) any credits or refunds made to customers, guests or patrons in the form of allowances or adjustments to previously recorded revenues.

“ Ground Lease ” shall mean, individually and/or collectively, as the context may require, those certain ground leases set forth on Schedule XII attached hereto.

“ Ground Lease Reserve Account ” shall have the meaning set forth in Section 9.8 hereof.

“ Ground Leased Property ” shall mean, individually and/or collectively (as the context requires), all or any portion of any Individual Property that is subject to a Ground Lease.

“ Ground Lease Reserve Funds ” shall have the meaning set forth in Section 9.8 hereof.

“ Ground Lessor Estate ” shall mean, individually and/or collectively, as the context requires, (i) with respect to any Ground Leased Property (other than the Individual Property located in Palm Springs, California), the fee interest of the lessor under the applicable Ground Lease in the real property and the improvements demised under such Ground Lease and (ii) with respect to the Individual Property located in Palm Springs, California, the leasehold interest of the lessor under the applicable Ground Lease in the real property and the improvements demised under such Ground Lease.

“ Ground Rent ” shall have the meaning set forth in Section 9.8 hereof.

“ Guarantor ” shall mean Ashford or, if the context requires, any Replacement Guarantor and/or additional guarantor in accordance with the terms hereof.

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

“ HHSD ” shall mean HH Swap D LLC, a Delaware limited liability company.

“ Hilton ” shall mean Hilton Hotels & Resorts.

“ Hyatt ” shall mean Hyatt Hotels Corporation.

“ IHG ” shall mean InterContinental Hotels Group].

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

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

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

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

“ Independent Director ” of any corporation or limited liability company shall mean an individual with at least three (3) years of employment experience serving as an independent director at the time of appointment who is provided by, and is in good standing with, CT Corporation, Corporation Service Company, National Registered Agents, Inc., Wilmington Trust Company, Stewart Management Company, Lord Securities Corporation or, if none of those companies is then providing professional independent directors or managers or, after a Securitization is not acceptable to the Rating Agencies, another nationally recognized company reasonably approved by Lender and if required by Lender after a Securitization, the Rating Agencies, in each case that is not an

Affiliate of such corporation or limited liability company and that provides professional independent directors or managers and other corporate services in the ordinary course of its business, and which individual is duly appointed as a member of the board of directors or board of managers of such corporation or limited liability company and is not, and has never been, and will not while serving as independent director or manager be:

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

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

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

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

A natural person who otherwise satisfies the foregoing definition other than subparagraph (i) by reason of being the independent director or manager of a “special purpose entity” affiliated with such corporation or limited liability company shall nonetheless be qualified to serve as an independent director or manager of such corporation or limited liability company, provided that (a) such “special purpose entity” is not in the direct chain of ownership of such corporation or limited liability company and (b) the fees that such individual earns from serving as independent directors or managers of such Affiliates in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year. For purposes of this paragraph, a “special purpose entity” is an entity whose organizational documents contain restrictions on its activities and impose requirements intended to preserve such entity’s separateness that are substantially similar to those contained in Section 6.1 hereof.

Notwithstanding any of the foregoing to the contrary, at no time shall the Independent Director of any Borrower, Operating Lessee or HHSD also be an Independent Director (as such

term is defined herein and in each Mezzanine Loan Agreement) of any Additional Pledgor (as such term is defined in each Mezzanine Loan Agreement) or any Mezzanine Borrower.

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

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

“ Initial Maturity Date ” shall mean the Payment Date occurring in April, 2017.

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

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

“ Intercreditor Agreement ” shall have the meaning set forth in Section 13.10 hereof.

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

after the Securitization Closing Date and each Payment Date thereafter shall be the calendar month preceding such Payment Date.

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

“ Interest Rate ” shall mean (a) with respect to the Interim Interest Accrual Period, an interest rate per annum equal to four and five hundred and sixty five one-thousandths percent (4.565%); and (b) with respect to each Interest Accrual Period thereafter, through and including the Interest Accrual Period during which the Maturity Date occurs, an interest rate per annum equal to (i) the LIBOR Rate (in all cases where clause (ii) below does not apply), or (ii) the Adjusted Prime Rate, to the extent provided in accordance with the provisions of Section 2.4(b) hereof.

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

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

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

“ Investigation Reports ” shall have the meaning set forth in Section 5.31 hereof.

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

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

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

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

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

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

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

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

“ Lender ” shall have the meaning set forth in the preamble paragraph hereof.

“ LIBOR ” shall mean, with respect to each Interest Accrual Period, a rate of interest per annum obtained by dividing:

(a)    the rate for deposits in U.S. dollars (with respect to the period equal or comparable to the applicable Interest Accrual Period) that appears on Reuters Screen LIBOR01 Page (or the successor thereto) as of 11:00 a.m., London time, on the related Determination Date. If such rate does not appear on Reuters Screen LIBOR01 Page as of 11:00 a.m., London time, on such Determination Date, LIBOR shall be the arithmetic mean of the offered rates (expressed as a percentage per annum) for deposits in U.S. dollars (with respect to the period equal or comparable to the applicable Interest Accrual Period) that appear on the Reuters Screen LIBOR01 Page as of 11:00 a.m., London time, on such Determination Date, if at least two such offered rates so appear. If fewer than two such offered rates appear on the Reuters Screen LIBOR01 Page as of 11:00 a.m., London time, on such Determination Date, Lender shall request the principal London Office of any four major reference banks in the London interbank market selected by Lender to provide such bank’s offered quotation (expressed as a percentage per annum) to prime banks in the London interbank market for deposits in U.S. dollars (with respect to the period equal or comparable to the applicable Interest Accrual Period) as of 11:00 a.m., London time, on such Determination Date for the then outstanding principal amount of the Loan. If at least two (2) such offered quotations are so provided, LIBOR shall be the arithmetic mean of such quotations. If fewer than two such quotations are so provided, Lender shall request any three (3) major banks in New York City selected

by Lender to provide such bank’s rate (expressed as a percentage per annum) for loans in U.S. dollars to leading European banks for a one-month period as of approximately 11:00 a.m., New York City time on the applicable Determination Date for the then outstanding principal amount of the Loan. If at least two (2) such rates are so provided, LIBOR shall be the arithmetic mean of such rates, by

(b)    a percentage equal to one hundred percent (100%) minus the applicable Reserve Percentage then in effect.

LIBOR shall be rounded upward to the nearest the nearest 1/1000th of one percent and may or may not be the lowest rate based upon the market for U.S. Dollar deposits in the London Interbank Eurodollar Market at which Lender prices loans on the date which LIBOR is determined by Lender as set forth above.

“ LIBOR Cap Strike Rate ” shall mean (a) with respect to the Interest Rate Cap Agreement in place as of the Closing Date, two and ninety-one one hundredths percent (2.91%) per annum and (b) with respect to any Replacement Interest Rate Cap Agreement required in connection with the exercise of any Extension Option, a per annum rate of interest which, when added to the LIBOR Margin then in effect, would result in a Debt Service Coverage Ratio (calculated based on the then current Underwritten Net Cash Flow and assuming that the LIBOR Rate is equal to the sum of the LIBOR Margin plus the Extension LIBOR Strike Price) of not less than 1.30:1.00 (the “ Extension LIBOR Strike Price ”).

“ LIBOR Loan ” shall mean, with respect to each Component, at such time as interest thereon accrues at the LIBOR Rate.

“ LIBOR Margin ” shall mean, with respect to each Component the following amounts, as the same may be reallocated pursuant to, and in accordance with the restrictions and limitations contained in Section 13.4(f) :

(a)    Component A: 4.39%;

(b)    Component B: 4.39%;

(c)    Component C: 4.39%;

(d)    Component D: 4.39%;

(e)    Component E: 4.39%;

(f)    Component F: 4.39%; and

(g)    Component G: 4.39%.

“ LIBOR Rate ” shall mean the sum of (i) LIBOR plus (ii) the LIBOR Margin for each Component; provided, however, in no event shall LIBOR be deemed to be less than zero. The determination of the LIBOR Rate by Lender shall be binding upon Borrower absent manifest error.

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

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

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

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

“ Loan Documents ” shall mean, collectively, this Agreement, the Note, the Mortgages, the Environmental Indemnity, the Guaranty, the Assignment of Management Agreement, the Collateral Assignment of Interest Rate Cap Agreement, the Operating Lease Pledge Agreement, the Operating Lease Subordination Agreement, the Cash Management Agreement, the Assignment of Agreements Affecting Real Estate, Post Closing Agreement, the PIP Guaranty, the Recycled SPE Certificates, the Deposit Account Agreement and any and all other documents, agreements and certificates executed and/or delivered in connection with the Loan, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“ Loan Party ” shall mean each of Borrower, HHSD, Operating Lessee, SPE Component Entity and Guarantor.

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

“ LTV Ratio ” shall mean, as of the date of its calculation, the ratio of (a) the unpaid principal balance of the Loan as of the date of such calculation to (b) to the value of the remaining Properties (as determined by Lender, in its sole discretion, using any commercially reasonable valuation method permitted to a REMIC Trust, but based solely on the value of real property and excluding personal property and going-concern value).

“ Major Lease ” shall mean as to each Individual Property (i) any Lease which, individually or when aggregated with all other leases at any Individual Property with the same

Tenant or its Affiliate (and assuming any expansion rights and other preferential rights to lease additional space set forth in such Lease have been exercised) demises 20,000 square feet or more of such Individual Property’s gross leasable area, (ii) any Lease which contains any option, offer, right of first refusal or other similar entitlement to acquire all or any portion of any Individual Property, (iii) any Lease under which the Tenant is an Affiliate of Borrower or Guarantor or is not the result of arm’s length negotiations, (iv) any Lease that is entered into during the continuance of an Event of Default or (v) any instrument guaranteeing or providing credit support for any Lease meeting the requirements of (i), (ii), (iii) or (iv) above.

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

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

“ Marriott ” shall mean Marriott International, Inc.

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

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

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

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

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

“ Mezzanine A Borrower ” shall mean, individually and/or collectively (as the context requires), HH Swap A LLC and HH Swap G LLC, each a Delaware limited liability company.

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

“ Mezzanine A Loan ” shall mean that certain loan made by Mezzanine A Lender to Mezzanine A Borrower on the date hereof pursuant to the Mezzanine A Loan Agreement.

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

“ Mezzanine A Loan Default ” shall mean an “Event of Default” under the Mezzanine A Loan Agreement.

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

“ Mezzanine A Release Price ” shall mean “Release Price” as such term is defined in the Mezzanine A Loan Agreement.

“ Mezzanine B Borrower ” shall mean, individually and/or collectively (as the context requires), HH Mezz Borrower A-2 LLC and HH Mezz Borrower G-2 LLC, each a Delaware limited liability company.

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

“ Mezzanine B Loan ” shall mean that certain loan made by Mezzanine B Lender to Mezzanine B Borrower on the date hereof pursuant to the Mezzanine B Loan Agreement.

“ Mezzanine B Loan Agreement ” shall mean that certain Mezzanine B Loan Agreement dated as of the date hereof between Mezzanine B Borrower and Mezzanine B Lender,

as the same may be amended, restated, replaced, supplemented, split or otherwise modified from time to time pursuant to the terms of the Mezzanine B Loan Documents.

“ Mezzanine B Loan Default ” shall mean an “Event of Default” under the Mezzanine B Loan Agreement.

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

“ Mezzanine B Release Price ” shall mean “Release Price” as such term is defined in the Mezzanine B Loan Agreement.

“ Mezzanine Borrower ” shall mean, individually and/or collectively (as the context requires), Mezzanine A Borrower, Mezzanine B Borrower, Mezzanine C Borrower and Mezzanine D Borrower.

“ Mezzanine C Borrower ” shall mean, individually and/or collectively (as the context requires), HH Mezz Borrower A-3 LLC and HH Mezz Borrower G-3 LLC, each a Delaware limited liability company.

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

“ Mezzanine C Loan ” shall mean that certain loan made by Mezzanine C Lender to Mezzanine C Borrower on the date hereof pursuant to the Mezzanine C Loan Agreement.

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

“ Mezzanine C Loan Default ” shall mean an “Event of Default” under the Mezzanine C Loan Agreement.

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

“ Mezzanine C Release Price ” shall mean “Release Price” as such term is defined in the Mezzanine C Loan Agreement.

“ Mezzanine D Borrower ” shall mean, individually and/or collectively (as the context requires), HH Mezz Borrower A-4 LLC and HH Mezz Borrower G-4 LLC, each a Delaware limited liability company.

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

“ Mezzanine D Loan ” shall mean that certain loan made by Mezzanine D Lender to Mezzanine D Borrower on the date hereof pursuant to the Mezzanine D Loan Agreement.

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

“ Mezzanine D Loan Default ” shall mean an “Event of Default” under the Mezzanine D Loan Agreement.

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

“ Mezzanine D Release Price ” shall mean “Release Price” as such term is defined in the Mezzanine D Loan Agreement.

“ Mezzanine Lender ” shall mean, individually and/or collectively (as the context requires), Mezzanine A Lender, Mezzanine B Lender, Mezzanine C Lender and Mezzanine D Lender.

“ Mezzanine Loan ” shall mean, individually and/or collectively (as the context requires), the Mezzanine A Loan, the Mezzanine B Loan, the Mezzanine C Loan and the Mezzanine D Loan.

“ Mezzanine Loan Agreement ” shall mean, individually and/or collectively (as the context requires), the Mezzanine A Loan Agreement, the Mezzanine B Loan Agreement, the Mezzanine C Loan Agreement and the Mezzanine D Loan Agreement.

“ Mezzanine Loan Default ” shall mean either a Mezzanine A Loan Default, a Mezzanine B Loan Default, Mezzanine C Loan Default and/or Mezzanine D Loan Default.

“ Mezzanine Loan Documents ” shall mean, individually and/or collectively (as the context requires), the Mezzanine A Loan Documents, the Mezzanine B Loan Documents, the Mezzanine C Loan Documents and the Mezzanine D Loan Documents.

“ Minimum Net Worth Requirement ” shall mean a Net Worth (exclusive of the Properties) equal to One Hundred Million and No/100 Dollars ($100,000,000.00).

“ Mitigation Consultant ” shall have the meaning set forth in Section 5.31 hereof.

“ Mitigation Monitoring ” shall have the meaning set forth in Section 5.31 hereof.

“ Mitigation Work ” shall have the meaning set forth in Section 5.31 hereof.

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

“ Monitoring Consultant ” shall have the meaning set forth in Section 5.31 hereof.

“ Monitoring Funds ” shall have the meaning set forth in Section 9.10(a) hereof.

“ Monitoring Wells ” shall have the meaning set forth in Section 5.32 hereof.

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

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

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

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

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

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

“ Net Worth ” shall mean net worth as calculated in accordance with GAAP (or other principles acceptable to Lender); provided, however, such calculation shall be based upon the undepreciated book value of assets.

“ New Additional Pledgor ” shall have the meaning set forth in Section 13.8 hereof.

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

“ New Non-Consolidation Opinion ” shall mean a bankruptcy non-consolidation opinion(s) from the counsel to Borrower, HHSD and Operating Lessee that delivered the Non-

Consolidation Opinion or other outside counsel to Borrower, HHSD and Operating Lessee reasonably acceptable to Lender, in form and substance satisfactory to Lender and, after a Securitization, the Rating Agencies, and which is required to be delivered subsequent to the Closing Date pursuant to, and in connection with, this Agreement.

“ New Note ” shall have the meaning set forth in Section 13.9 hereof.

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

“ Non-Consolidation Opinion ” shall mean, collectively (i) that certain bankruptcy non-consolidation opinion dated the date hereof delivered by Gardere Wynne Sewell LLP in connection with the Loan and relating to Borrower and (ii) that certain bankruptcy non-consolidation opinion dated the date hereof delivered by Gardere Wynne Sewell LLP in connection with the Loan and relating to HHSD and Operating Lessee.

“ Note ” shall mean that certain Consolidated, Amended and Restated Promissory Note of even date herewith in the principal amount of $815,000,000.00, made by Borrower in favor of Lender, as the same may be amended, restated, replaced, severed, supplemented or otherwise modified from time to time.

“ Obligations ” shall have the meaning set forth in the Mortgages.

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

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

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

“ Operating Lease Pledge Agreement ” shall mean that certain Pledge and Security Agreement (Mortgage Loan) dated the date hereof between Lender and HHSD, as the same may be amended or modified from time to time in accordance with the terms and provisions of this Agreement.

“ Operating Lease Subordination Agreement ” shall mean, collectively, (i) with respect to each Individual Property (other than the Individual Property located in Palm Springs, California) those certain Operating Lease Subordination and Attornment and Assignment of Leases and Rents, Fixture Filing and Security Agreement dated the date hereof between Lender, Operating Lessee and acknowledged and agreed to by Borrower and (ii) with respect to the Individual Property located in Palm Springs, California, that certain (A) Operating Lease Subordination and Attornment Agreement dated the date hereof between Lender, Operating Lessee and acknowledged and agreed to by the applicable Borrower, (B) Assignment of Leases and Rents, dated the date hereof, between Lender, Operating Lessee and acknowledged and agreed to by the applicable Borrower and (C) Fixture Filing and Security Agreement, dated the date hereof, between Lender, Operating Lessee and acknowledged and agreed to by the applicable Borrower, in each case, as the same may be amended or modified from time to time in accordance with the terms and provisions of this Agreement.

“ Operating Lessee ” shall mean, individually and/or collectively (as the context may require), the operating lessees as further described on Schedule V attached hereto.

“ Other Charges ” shall mean all ground rents, maintenance charges, impositions other than Property Taxes, and any other charges, including, without limitation, vault charges and license fees for the use of vaults, chutes and similar areas adjoining any Individual Property, now or hereafter levied or assessed or imposed against any Individual Property or any part thereof.

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

“ Other Taxes ” shall mean all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of

a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment.

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

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

“ Outside Date ” shall be the date required to complete a PIP pursuant to the terms of the applicable Management Agreement (or Replacement Management Agreement) and/or Franchise Agreement (or Replacement Franchise Agreement), as such date may be extended by Franchisor or Manager from time to time, provided that Lender shall have promptly received notice of such extension.

“ PACE Loan ” shall mean any Property-Assessed Clean Energy loan or any similar financing.

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

“ Parsippany Hilton Restaurant Lease ” shall mean that certain Lease, dated as of October 28, 1997, by HHC TRS FP Portfolio LLC, as successor-in-interest to IHC Realty Partnership, L.P., as landlord, and RCSH Operations, LLC, as successor-in-interest to Parsteaks, LLC, as tenant, as amended by that certain First Amendment to Lease, dated as of June 4, 2007.

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

“ Patriot Act ” shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, U.S. Public Law 107 56, and the related regulations issued thereunder, including temporary regulations, as the same may be amended from time to time and any successor statutes thereto.

“ Payment Date ” shall mean, with respect to any Component, the ninth (9th) day of each month beginning on April 9, 2015, and continuing through and including the Maturity Date, and if such date is not a Business Day, the immediately preceding Business Day, as such Payment Date may be adjusted pursuant to the terms of Section 2.4(e) hereof.

“ PCE ” shall have the meaning set forth in Section 5.31 hereof.

“ Permitted Debt ” shall mean (i) trade and operational indebtedness incurred in the ordinary course of business with trade creditors, provided such indebtedness is (a) unsecured, (b) not evidenced by a note, (c) on commercially reasonable terms and conditions, and (d) due not more than sixty (60) days past the date incurred and paid on or prior to such date, and/or (ii) financing

leases and purchase money indebtedness incurred in the ordinary course of business relating to Personal Property on commercially reasonable terms and conditions; provided, however, the aggregate amount of the indebtedness described in (i) and (ii) shall not exceed at any time three percent (3%) of the aggregate original principal amount of the Loan and each Mezzanine Loan.

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

“ Permitted Investments ” shall mean “permitted investments” as then defined and required by the Rating Agencies.

“ Permitted Transfer ” shall have the meaning set forth in Section 7.3 hereof.

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

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

“ PIP ” shall mean all property improvement plans for replacing the FF&E, remodeling, redecorating and modifying any Individual Property required by Manager or Franchisor, as applicable, pursuant to the terms and conditions of a Management Agreement (including a Replacement Management Agreement) or Franchise Agreement (including a Replacement Franchise Agreement), as applicable, including, the estimate of all costs and expenses related to the foregoing (including, each Scheduled PIP and New PIP) and each Scheduled PIP and New PIP, as the scope and timing thereof may be modified by Franchisor or Manager, as applicable, from time to time, provided that Lender shall have promptly received notice of such modification.

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

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

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

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

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

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

“ PIP Work ” shall mean all covenants and agreements required to be performed by Borrower or Operating Lessee under each PIP.

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

“ Portsmouth Condominium ” shall mean the condominium regime established with respect to the Individual Property located in Portsmouth, Virginia pursuant to the Portsmouth Condominium Documents.

“ Portsmouth Condominium Documents ” shall mean those documents set forth on Schedule XV attached hereto, as each of the same may be amended, restated, replaced or otherwise modified from time to time in accordance with the terms and conditions of this Agreement.

“ Portsmouth Ground Lease ” shall have the meaning set forth on Schedule XII attached hereto.

“ Portsmouth Parking Agreement ” shall mean, collectively, (i) Lessor and Lessee entered into that certain Parking Maintenance and Operating Agreement dated May 24, 1999; and (ii) that certain Parking Garage Operating Agreement between Lessor and Manager dated May 24, 1999, as each of the same may be amended, restated, replaced or otherwise modified from time to time in accordance with the terms and conditions of this Agreement.

“ Post 1031 Exchange Organizational Chart ” shall mean that certain organizational chart set forth on Exhibit B attached hereto.

“ Post Closing Agreement ” shall mean that certain Post Closing Agreement dated the date hereof between Borrower and Lender, as each of the same may be amended, restated, replaced or otherwise modified from time to time in accordance thereof or with the terms and conditions of this Agreement.

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

“ Pre-Expiration Cure Amount ” shall mean, with respect to each Individual Property set forth on Schedule X attached hereto, an amount equal to the amount set forth on Schedule X attached hereto across from such Individual Property’s name.

“ Pre-Expiration Event ” shall mean, with respect to each Individual Property set forth on Schedule X attached hereto, to the extent the related Franchise Agreement or Management Agreement with a Brand Manager, as applicable, was not terminated or cancelled or rendered of no force and effect on or prior to April 1, 2020, the period commencing on the Payment Date occurring in April, 2020; provided, however, with respect to any of the Individual Properties set forth on Schedule X attached hereto, no Pre-Expiration Event shall occur with respect to such Individual Property (1) if such Individual Property has been released from the Lien of the Loan Documents in accordance with this Agreement or (2) if the related Franchise Agreement or Management Agreement with a Brand Manager, as applicable, has been (x) replaced with a Replacement Franchise Agreement or Replacement Management Agreement with a Brand Manager, as applicable, in accordance with the terms of this Agreement or (y) (1) extended on the same terms as the related Franchise Agreement in effect on the Closing Date, except that such Franchise Agreement shall have a term ending more than five (5) years after the final extended Maturity Date and is otherwise entered into in accordance with the terms of this Agreement and Lender shall have received a new comfort letter (or reaffirmation of the related comfort letter delivered on the Closing Date) in form and substance reasonably acceptable to Lender (an “ Extended Franchise Agreement ”) or (2) extended on the same terms as the related Management Agreement with a Brand Manager in effect on the Closing Date, except that such Management Agreement with a Brand Manager shall have a term ending more than five (5) years after the final extended Maturity Date and is otherwise entered into in accordance with the terms of this Agreement and Lender shall have received a new assignment and subordination of management agreement (or reaffirmation of the related assignment and subordination of management agreement delivered on the Closing Date) in form and substance reasonably acceptable to Lender (an “ Extended Management Agreement ”), as applicable; provided, however, further, no Pre-Expiration Event shall occur with respect to such Individual Property so long as Guarantor satisfies the Minimum Net Worth Requirement, provided that even if Guarantor satisfies the Minimum Net Worth Requirement Borrower may elect, at its option, to implement a Pre-Expiration Event by written notice to Lender.

“ Pre-Expiration Event Cure ” shall mean, with respect to each Individual Property set forth on Schedule X attached hereto, the period commencing on the Payment Date immediately following the date on which (a) funds reserved by Lender in accordance with Section 9.12 hereof with respect to such Individual Property equals the Pre-Expiration Cure Amount for such Individual Property, (b) the release of such Individual Property from the Lien of the related Mortgage and other Loan Documents in accordance with this Agreement or (c) an Extended Franchise Agreement or Replacement Franchise Agreement or Extended Management Agreement with a Brand Manager or Replacement Management Agreement with a Brand Manager, as applicable, related to such Individual Property is entered into in accordance with this Agreement. For the avoidance of doubt, the Cash Sweep Period triggered by the occurrence of a Pre-Expiration Event shall only terminate upon receipt by Lender of a Pre-Expiration Event Cure for each Individual Property set forth on Schedule X attached hereto.

“ Prescribed Laws ” shall mean, collectively, (i) Patriot Act, (ii) E013224, (iii) the International Emergency Economic Power Act, 50 U.S.C. § 1701 et seq., and (iv) all other Legal Requirements relating to money laundering or terrorism.

“ Previously-Owned Property ” shall mean that certain vacant parcel described in Schedule XVI attached hereto.

“ Prime Rate ” shall mean, on a particular date, a rate per annum equal to the rate of interest published in The Wall Street Journal as the “prime rate”, as in effect on such day, with any change in the prime rate resulting from a change in such published prime rate to be effective as of the date of the relevant change in such published prime rate; provided, however, that if more than one prime rate is published in The Wall Street Journal for a day, the average of the prime rates shall be used; provided, further, however, that the Prime Rate (or the average of the prime rates) will be rounded to the nearest 1/16 of 1% or, if there is no nearest 1/16 of 1%, to the next higher 1/16 of 1%. In the event that The Wall Street Journal should cease or temporarily interrupt publication, then the Prime Rate shall mean the daily average prime rate published in another business newspaper, or business section of a newspaper, of national standing chosen by Lender. If The Wall Street Journal resumes publication, the substitute index will immediately be replaced by the prime rate published in The Wall Street Journal. In the event that a prime rate is no longer generally published or is limited, regulated or administered by a governmental or quasi-governmental body, then Lender shall select a comparable interest rate index which is readily available to Borrower and verifiable by Borrower but is beyond the control of Lender. Lender shall give Borrower prompt written notice of its choice of a substitute index and when the change became effective. Such substitute index will also be rounded to the nearest 1/16 of 1% or, if there is no nearest 1/16 of 1%, to the next higher 1/16 of 1%. The determination of the Prime Rate by Lender shall be conclusive and binding absent manifest error.

“ Prime ROFO Release ” shall mean a release of (i) all or any of the Prime ROFO Release Properties, (ii) at the applicable Release Price, (iii) in connection with a sale of such Prime ROFO Release Properties to Ashford Hospitality Prime Limited Partnership or its Affiliates and

(iv) in accordance with Section 2.9 , it being acknowledged and agreed that Borrower’s right to a Prime ROFO Release is exercisable from time to time and at any time during the term of the Loan.

“ Prime ROFO Release Properties ” shall mean the Individual Properties set forth on Schedule XIV .

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

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

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

“ Property Condition Report ” shall mean, individually and/or collectively (as the context may require), those certain property condition reports with respect to each Individual Property and delivered to Lender in connection with the origination of the Loan.

“ Property Document ” shall mean, collectively, (a) the REAs, (b) the Portsmouth Parking Agreements, (c) the Gaithersburg Parking Agreement, (d) the Gaithersburg Waterfront Association Agreement, (e) the Austin License Agreement, (f) the Austin Parking Agreement, (g) the Austin Skybridge Agreement, (h) the Boston Valet Agreement, (i) the Boston Restaurant and Bar Lease, (j) the Parsippany Hilton Restaurant Lease, (k) the Tampa Parking Lease, (l) the CY Savannah Parking Lease, and (m) any other material Agreements.

“ Property Release ” shall have the meaning set forth in Section 2.9 hereof.

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

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

“ Public REIT ” shall mean a corporation (a) whose shares are listed on the New York Stock Exchange or such other nationally recognized stock exchange and (b) who is or has elected to be a real estate investment trust.

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

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

“ Qualified Franchisor ” shall mean either (i) Franchisor, (ii) a franchisor of a brand comparable or better than the brand being terminated and owned by a Qualified Brand or (iii) a reputable and experienced franchisor possessing experience in flagging hotel properties similar in size, scope, use and value as the Properties and which is approved by Lender and which may, at Lender’s option, be conditioned upon Lender’s receipt of a Rating Agency Confirmation, provided that, with respect to any Person that is an Affiliate of Borrower, Lender has received a New Non-Consolidation Opinion.

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

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

“ Rating Agency Confirmation ” shall mean, with respect to any matter, confirmation in writing (which may be in electronic form) by each applicable Rating Agency that a proposed action, failure to act or other event with respect to which such Rating Agency Confirmation is sought will not in and of itself result in the downgrade, withdrawal or qualification of the then-current rating assigned to any Securities (if then rated by such Rating Agency); provided that upon receipt of a written acknowledgment or waiver (which may be in electronic form and whether or not specifically identifying the matter or in general, press release form) from a Rating Agency indicating its decision not to review or to waive review of the matter for which Rating Agency Confirmation is sought, or following the failure of a Rating Agency to respond to the request for which Rating Agency Confirmation is sought within the time frames and in the manner prescribed in any pooling or trust and servicing agreement governing the administration of all or any portion of the Loan, the requirement to obtain Rating Agency Confirmation for such matter at such time will be considered not to apply (as if such requirement did not exist for such matter at such time) with respect to such Rating Agency.

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

“ Recycled SPE Certificate ” shall have the meaning set forth in Section 6.1(e) hereof.

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

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

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

“ Reinvestment Yield ” means the yield calculated by the linear interpolation of the yields, as reported in the Federal Reserve Statistical Release H.15-Selected Interest Rates under the heading “U.S. government securities” and the sub-heading “Treasury constant maturities” for the week ending prior to the date of prepayment, of the U.S. Treasury constant maturities with maturity dates (one equal to or one longer or shorter) most nearly approximating the Spread Maintenance Date, and converted to a monthly compounded nominal yield. In the event Release H.15 is no longer published, Lender shall select a comparable publication to determine the Reinvestment Yield.

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

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

“ Release Price ” shall mean (a) with respect to the one-time right to a Select Release, one hundred percent (100%) of the Allocated Loan Amounts related to the Select Release Properties then being released, (b) with respect to the release of any Prime ROFO Release Properties, one hundred five percent (105%) of the Allocated Loan Amounts related to the Prime ROFO Release Properties then being released and (c) with respect to each Individual Property (other than in connection with a Select Release or a Prime ROFO Release), one hundred and twenty percent (120%) of the applicable Allocated Loan Amount.

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

“ REMIC Trust ” shall mean (i) any “real estate mortgage investment conduit” within the meaning of Section 860D of the Internal Revenue Code that holds an interest in all or any portion of the Loan or (ii) any similar trust or Person (including, without limitation, in each case that holds any interest in all or any portion of the Loan).

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

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

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

“ Replacement Franchise Agreement ” shall mean either (a) (i) a franchise, trademark and license agreement with a Qualified Franchisor substantially in the same form and substance as the Franchise Agreement, or (ii) a franchise, trademark and license agreement with a Qualified Franchisor either (A) on the applicable Franchisor’s then current franchise disclosure document (FDD) with only such modifications as are not materially adverse to Borrower or Lender or (B) in form and substance reasonably approved by Lender, such approval subject to the Deemed Approval Standard and which may, at Lender’s option, be conditioned upon Lender’s receipt of a Rating Agency Confirmation; provided, however, any Replacement Franchise Agreement must have a term that extends at least five (5) years beyond the fully extended Maturity Date of the Loan; and (b) a replacement comfort letter or new comfort letter substantially in the form of the applicable comfort letter delivered to Lender on the Closing Date (or such other form and substance reasonably acceptable to Lender, such approval subject to the Deemed Approval Standard), executed and delivered to Lender by Lender, Operating Lessee, Borrower and such Qualified Franchisor at Borrower’s expense.

“ Replacement Guarantor ” shall mean a Person that satisfies, in addition to the requirements set forth in Section 7.7 hereof, each of the following: (a) owns not less than fifty one (51%) of the direct or indirect equity interest in Borrower and Controls each Borrower, (b) has been approved by Lender (which approval shall not be unreasonably withheld, conditioned or delayed) and (c) for which a Rating Agency Confirmation has been received.

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

“ Replacement Management Agreement ” shall mean, collectively, (a)(i) with respect to Remington, a management agreement substantially in the form of that certain Master Management Agreement dated March 10, 2011, (ii) with respect to any Property that is managed by a Brand Manager, a management agreement substantially in the form of a Management Agreement in place on the Closing Date (or after the Closing Date in accordance with the terms of this Agreement) with respect to any Individual Property, or (iii) a management agreement approved by Lender with a Qualified Manager, such approval subject to the Deemed Approval Standard; provided, however, any Replacement Management Agreement must have a term that extends at least five (5) years beyond the fully extended Maturity Date of the Loan; and (b) a subordination

of management agreement substantially in the form of the subordination of management agreement executed by such Manager or its Affiliates and delivered on the Closing Date (or after the Closing Date in accordance with this Agreement) related to any Individual Property or otherwise approved by Lender, such approval subject to the Deemed Approval Standard, executed and delivered to Lender by Borrower, Operating Lessee and such Qualified Manager at Borrower’s expense.

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

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

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

“ Required Repair Deadline ” shall have the meaning set forth in Section 9.1 hereof.

“ Required Repair Funds ” shall have the meaning set forth in S ection 9.1(b) hereof.

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

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

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

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

“ Reserve Percentage ” shall mean, with respect to any day of any Interest Accrual Period, that percentage (expressed as a decimal) which is in effect on such day, as prescribed by the Board of Governors of the Federal Reserve System (or any successor), for determining the maximum reserve requirement (including basic, supplemental, emergency, special and marginal reserves) generally applicable to financial institutions regulated by the Federal Reserve Board comparable in size and type to Lender or its Loan participants, if any, in respect of “Eurocurrency liabilities” (or in respect of any other category of liabilities which includes deposits by reference to which the interest rate on the Loan is determined), whether or not Lender has any Eurocurrency liabilities or such requirement otherwise in fact applies to Lender. The LIBOR Rate shall be adjusted automatically as of the effective date of each change in the Reserve Percentage. As of the date

hereof, the Reserve Percentage is zero, however, there can be no assurance as to what such amount may be in the future.

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

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

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

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

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

“ Ritz Carlton Investigation/Mitigation Funds ” shall have the meaning set forth in Section 9.10 hereof.

“ Ritz Carlton Monitoring Funds ” shall have the meaning set forth in Section 9.10 hereof.

“ San Antonio Ground Lease ” shall have the meaning set forth on Schedule XII attached hereto.

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

“ Secondary Containment Required Repairs ” shall have the meaning set forth in Section 9.1 hereof.

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

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

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

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

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

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

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

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

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

“ Select Release ” shall mean a release of (i) all or any of the Select Release Properties, (ii) at the applicable Release Price, (iii) in connection with a sale of such Select Release Property(ies) to Ashford Hospitality Select Limited Partnership or its Affiliates and (iv) in accordance with Section 2.9 , it being acknowledged and agreed that Borrower’s right to a Select Release is a one-time right exercisable at any time.

“ Select Release Properties ” shall mean the Individual Properties set forth on Schedule XIII .

“ Servicer ” shall have the meaning set forth in Section 13.2 hereof.

“ Servicing Agreement ” shall have the meaning set forth in Section 13.2 hereof.

“ Severed Loan Documents ” shall have the meaning set forth in Section 11.2(c) hereof.

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

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

“ Special Reserve Account ” shall have the meaning set forth in Section 9.12 hereof.

“ Special Reserve Funds ” shall have the meaning set forth in Section 9.12 hereof.

“ Spread Maintenance Date ” shall mean the Payment Date occurring on the 18 ^th Payment Date.

“ Spread Maintenance Premium ” shall mean, with respect to any payment or prepayment, an amount equal to the sum of the present values of each future installment of interest that would be payable under any Component of the Loan on the outstanding principal amount of the Loan being paid or prepaid in excess of the Free Prepayment Amount from the date of such payment or prepayment through and including the Spread Maintenance Date, assuming an annual interest rate equal to the LIBOR Margin then applicable to each such future installment of interest, with such future installments of interest to be discounted at an interest rate per annum equal to the Reinvestment Yield. Under no circumstances shall the Spread Maintenance Premium be less than zero.

“ S&P ” shall mean Standard & Poor’s Ratings Services, and its successors in interest.

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

“ Substitute Guaranty ” shall have the meaning set forth in Section 7.7 hereof.

“ Sugar Land Condominium ” shall mean the condominium regimes established with respect to the Individual Property located in Sugar Land, Texas pursuant to the Sugar Land Condominium Documents.

“ Sugar Land Condominium Documents ” shall mean those documents set forth on Schedule XV attached hereto, as each of the same may be amended, restated, replaced or otherwise modified from time to time in accordance with the terms and conditions of this Agreement.

“ Sugar Land Ground Lease ” shall have the meaning set forth on Schedule XII attached hereto.

“ Sugar Land Hotel and Conference Center Condominium ” shall have the meaning set forth on Schedule XV attached hereto.

“ Sugar Land Town Square Condominium ” shall have the meaning set forth on Schedule XV attached hereto.

“ Survey ” shall mean a survey of the Individual Property in question prepared by a surveyor licensed in the State and satisfactory to Lender and the company or companies issuing the Title Insurance Policies, and containing a certification of such surveyor satisfactory to Lender.

“ Tampa Parking Lease ” shall mean that certain Parking Lease Agreement dated December 7, 1999, by and between McKibbon Hotel Group, Inc., a predecessor-in-interest to MHG of Tampa Land Holdings, LLC (“ Tampa Parking Lease Landlord ”), and McKibbon Hotel Group of Tampa, Florida #4, L.P., a predecessor-in-interest to HH LC Portfolio LLC (“ Tampa Parking Lease Tenant ”), as amended by that certain First Amendment to Parking Lease Agreement dated August 2, 2004, by and between Tampa Parking Lease Landlord and a predecessor-in-interest to Tampa Parking Lease Tenant, Highland Hospitality, L.P., a Delaware partnership (“ Highland Hospitality ”), as further amended by that certain Second Amendment to Parking Lease Agreement dated July 17, 2007, by and between Tampa Parking Lease Landlord, Tampa Parking Lease and Highland Hospitality.

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

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

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

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

“ Title Insurance Policy ” shall mean that certain ALTA (or its equivalent) mortgagee title insurance policy issued with respect to each Individual Property and insuring the lien of the Mortgages.

“ TIV ” shall have the meaning set forth in Section 8.2 hereof.

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

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

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

“ TRIPRA ” shall have the meaning set forth in Section 8.1 hereof.

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

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

“ Underwritten Net Cash Flow ” shall mean, as of the end of any calendar quarter and calculated with respect to the preceding twelve (12) month period, the amount determined by Lender as the excess of (a) Gross Revenues over (b) Operating Expenses, adjusted to (i) include amounts for (A) management fees equal to the greater of (1) four percent (4%) of Gross Revenues and (2) the management fees actually paid under the Management Agreement, (B) any franchise, license and marketing fees and reimbursables paid or payable to Franchisor under any Franchise Agreement and/or Management Agreement, as applicable, and (C) Capital Expenditures (i) equal to the greater of (1) four percent (4%) of Gross Revenues per annum (regardless of whether deposits to a reserve account for such items is required under this Agreement) and (2) the amount required to be reserved under the Franchise Agreements and the Management Agreements; and (ii) exclude amounts (A) which are non-recurring items and (B) received from any Affiliate of Borrower or Guarantor or from any Tenant in default under its Lease or in bankruptcy (unless such Lease has been assumed in the bankruptcy proceeding). Lender’s calculation of Underwritten Net Cash Flow shall be final absent manifest error.

“ Unflagged Trigger Event ” shall mean (a) with respect to each Individual Property, the period commencing on the Payment Date immediately following the date on which the Franchise Agreement or Management Agreement with a Brand Manager, as applicable, related to such Individual Property has been cancelled or terminated (whether by its express terms or otherwise) or is otherwise no longer in full force and effect, (b) with respect to the Individual Property commonly known as the Crowne Plaza Ravinia (provided such Individual Property remains subject to the Lien of the Loan Documents), in the event that no Extended Franchise Agreement or Replacement Franchise Agreement or Extended Management Agreement with a Brand Manager or Replacement Management Agreement with a Brand Manager, as applicable, is in place on or prior to July 8, 2019, the Payment Date occurring in July, 2019, and (c) with respect to the Individual Property commonly known as the Renaissance Portsmouth (provided such Individual Property remains subject to the Lien of the Loan Documents), in the event that no Extended Franchise Agreement or Replacement Franchise Agreement or Extended Management Agreement with a Brand Manager or Replacement Management Agreement with a Brand Manager, as applicable, is in place on or prior to January 8, 2021, the Payment Date occurring in January, 2021.

“ Unflagged Trigger Event Cure ” shall mean, with respect to each Individual Property that is the subject of an Unflagged Trigger Event, the receipt by Lender of an Extended Franchise Agreement or Replacement Franchise Agreement or an Extended Management Agreement with a Brand Manager or Replacement Management Agreement with a Brand Manager, as applicable.

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

“ Units ” shall mean “Units”, “Tracts”, “Lots”, “Master Units” or words of similar import as defined in the Condominium Documents that relate to a physical portion of the property that is designated for separate ownership and occupancy pursuant to, and in accordance with, the Condominium Documents.

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

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

“ Washingtonian Waterfront Condominium ” shall have the meaning set forth on Schedule XV attached hereto.

“ Zoning Report ” shall mean, individually and/or collectively (as the context may require), those certain zoning reports with respect to each Individual Property prepared by The Planning & Zoning Resource Corporation and delivered to Lender and the company or companies issuing the Title Insurance Policies in connection with the origination of the Loan.

Section 1.2.      Principles of Construction

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

ARTICLE 2     
GENERAL TERMS

Section 2.1.      The Loan

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

Section 2.2.      Disbursement to Borrower

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

Section 2.3.      The Note, Mortgage and Loan Documents

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

Section 2.4.      Interest Rate

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

(b)      Unavailability of LIBOR Rate . In the event that Lender shall have determined (which determination shall be conclusive and binding upon Borrower absent manifest error) that by reason of circumstances affecting the interbank eurodollar market, adequate and reasonable means do not exist for ascertaining the LIBOR Rate, then Lender shall forthwith give notice by telephone of such determination, confirmed in writing, to Borrower at least one (1) day prior to the applicable Determination Date, with a written confirmation of such determination promptly thereafter. If such notice is given, the Loan shall bear interest at the Adjusted Prime Rate beginning on the first (1st) day of the next succeeding Interest Accrual Period.

If, pursuant to the terms of this Agreement, the Loan has been converted to the Adjusted Prime Rate and Lender shall determine (which determination shall be conclusive and binding upon Borrower absent manifest error) that the event(s) or circumstance(s) which resulted in such conversion shall no longer be applicable, Lender shall give notice thereof to Borrower, and the Adjusted Prime Rate shall convert to the LIBOR Rate effective on the first day of the next succeeding Interest Accrual Period. Notwithstanding any provision of this Agreement to the contrary, in no event shall Borrower have the right to elect to have the Loan bear interest at either the LIBOR Rate or the Adjusted Prime Rate.

(c)      Default Rate . Upon the occurrence and during the continuance of an Event of Default, interest on the outstanding principal balance of the Loan and, to the extent permitted by law, overdue interest and other amounts due in respect of the Loan shall accrue at a rate per annum equal to the Default Rate and all references in the Note, this Agreement or the other Loan Documents to the “Interest Rate” shall be deemed to refer to the Default Rate. Interest at the Default Rate shall be computed from the occurrence of the Event of Default until the earlier of (i) the actual receipt and collection of the Debt (or that portion thereof that is then due) and (ii) the cure of such Event of Default. To the extent permitted by applicable law, interest at the Default Rate shall be added to the Debt, shall itself accrue interest at the same rate as the Loan and shall be secured by the Mortgage. This paragraph shall not be construed as an agreement or privilege to extend the date of the payment of the Debt, nor as a waiver of any other right or remedy accruing to Lender by reason of the occurrence of any Event of Default; the acceptance of any payment from Borrower

shall not be deemed to cure or constitute a waiver of any Event of Default; and Lender retains its rights under the Note, this Agreement and the other Loan Documents to accelerate and to continue to demand payment of the Debt upon the occurrence of and during the continuance of any Event of Default, despite any payment by Borrower to Lender.

(d)      Interest Calculation .

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

(ii)      Components of the Loan . For the purpose of computing interest payable from time to time on the principal amount of the Loan and certain other computations set forth herein, the principal balance of the Loan shall be divided into Components A, B, C, D, E, F and G. The principal amount of the Components shall be as follows:

(e)      Selected Day and Securitization Closing Date; Securitization Interest Adjustments; Payment Date . (1) Lender may in its sole discretion designate the Securitization

Closing Date by providing not less than twenty-four (24) hours prior notice to Borrower. Lender may in its sole discretion designate a day of the calendar month (w) as the Selected Day for purposes of establishing, in accordance with the definition of “Interest Accrual Period”, the beginning and ending dates of the Interest Accrual Period that commences in the month in which the Securitization Closing Date occurs (and, to the extent contemplated in the definition of Interest Accrual Period, the prior month) and each Interest Accrual Period thereafter and/or (y) as the Payment Date commencing in the month in which the Securitization Closing Date occurs and continuing thereafter. In lieu of such designation, Lender may elect that the Interest Accrual Period with respect to the first Payment Date after the Securitization Closing Date and each Payment Date thereafter shall be the calendar month preceding such Payment Date. The designation of the Selected Day, Payment Date or election of calendar-month Interest Accrual Periods shall be a one-time event; once made, such designation or election shall apply for (1) purposes of establishing, in accordance with the definition of “Interest Accrual Period”, the beginning and ending dates of the Interest Accrual Period that commences in the month in which the Securitization Closing Date occurs (and, to the extent contemplated in the definition of Interest Accrual Period, the prior month) and each Interest Accrual Period thereafter and/or (2) purposes of establishing the Payment Date each month during the term of the Loan.

(i)      With respect to any portion of any Interest Accrual Period that also comprises all or any portion of a Securitization Initialization Period, if the amount of interest payable by Borrower hereunder (based on the Interest Rate using LIBOR as of the applicable Determination Date) is less than the amount of interest which would be payable if the Interest Rate were determined using the Securitization Initialization Period LIBOR in lieu of LIBOR (such deficiency being the “ Securitization Interest Adjustment Amount ” for such Interest Accrual Period), then Borrower shall pay to Lender on the Payment Date related to any such Interest Accrual Period (or, if such Payment Date occurred prior to the Securitization Closing Date, then on the next succeeding Payment Date) the Securitization Interest Adjustment Amount.

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

(iii)      In the event that Lender changes the Selected Day to a day pursuant to clause (i) of this Section 2.4(e) to a day that is earlier in the month than the Selected Day as previously defined, then, with respect to the first Payment Date after the Securitization Closing

Date and the portion (if any) of the applicable Interest Accrual Period that does not overlap with the Securitization Initialization Period, if Borrower has already paid the amount of interest it owed in respect of such non-overlapping portion as calculated prior to such change in the Selected Day on the most recent Payment Date prior to such change in the Selected Day, then Borrower shall not owe any further amount of interest in respect of such non-overlapping portion.

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

Section 2.5.      Loan Payments

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

(b)      Payment on Maturity . Borrower shall pay to Lender on the Maturity Date the outstanding principal balance of the Loan, all accrued and unpaid interest and all other amounts (including, without limitation, any Spread Maintenance Premium or other penalty or premium, if any) due hereunder and under the Note, the Mortgage and the other Loan Documents.

(c)      Extension of the Maturity Date . Borrower shall have the option to extend the term of the Loan beyond the Initial Maturity Date for four (4) successive terms (each, an “ Extension Option ”) of one (1) year each to (w) the Payment Date occurring in April, 2018, (x)

the Payment Date occurring in April, 2019, (y) the Payment Date occurring in April, 2020 and (z) the Payment Date occurring in April, 2021 (each such date, an “ Extended Maturity Date ” and each such one-year period an “ Extension Term ”), respectively, and, as to each Extension Option, upon satisfaction of the following terms and conditions:

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

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

(v)      Borrower shall obtain and deliver to Lender prior to the commencement of such Extension Term, a Replacement Interest Rate Cap Agreement, which Replacement Interest Rate Cap Agreement shall be effective commencing on the first day of such Extension Term and shall have a term extending through and including the end of the Interest Accrual Period in which the applicable Extended Maturity Date falls;

(vi)      each Mezzanine Loan shall have been extended in accordance with the terms of the related Mezzanine Loan Agreement;

(vii)      in connection with the exercise of each Extension Option, Borrower shall have paid to Lender the applicable Extension Fee; and

(viii)      Borrower shall have paid all of Lender’s reasonable out of pocket costs and expenses, including, without limitation, reasonable attorneys’ fees and disbursements, in connection with Borrower’s exercise of such Extension Option.

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

(d)      Application of Payments . Prior to the occurrence of an Event of Default, all monthly payments made as scheduled pursuant to this Agreement and the Note shall be applied as follows: (i) first, to the payment of interest due and payable on Component A, (ii) second, to the payment of interest due and payable on Component B, (iii) third, to the payment of interest due and payable on Component C, (iv) fourth, to the payment of interest due and payable on Component D, (v) fifth, to the payment of interest due and payable on Component E, (vi) sixth, to the payment of interest due and payable on Component F and (vii) to the payment of interest due and payable on Component G. Any mandatory prepayment of the principal of the Loan made pursuant to Section 2.6 hereof and any other voluntary prepayments of principal of the Loan made pursuant to Section 2.6 , Section 2.9 or otherwise when no Event of Default exists shall be applied by Lender between the Components as follows: (a) first, to the reduction of the outstanding principal balance

of Component A, until reduced to zero, (b) second, to the reduction of the outstanding principal balance of Component B until reduced to zero, (c) third, to the reduction of the outstanding principal balance of Component C until reduced to zero, (d) fourth, to the reduction of the outstanding principal balance of Component D until reduced to zero, (e) fifth, to the reduction of the outstanding principal balance of Component E until reduced to zero, (f) sixth, to the reduction of the outstanding principal balance of Component F until reduced to zero and (g) to the reduction of the outstanding principal balance of Component G until reduced to zero. Following the occurrence and during the continuance of an Event of Default, any payment made on the Debt shall be applied among the Components to accrued but unpaid interest, late charges, accrued fees, the unpaid principal amount of the Debt, and any other sums due and unpaid to Lender in connection with the Loan, in such manner and order as Lender may elect in its sole and absolute discretion.

(e)      Method and Place of Payment.

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

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

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

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

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

(f)      Late Payment Charge . If any principal, interest or other payment due under the Loan Documents (other than the outstanding principal amount of the Loan due on the Maturity Date) is not paid by Borrower on or prior to the date the same is due (after taking into account the payment date convention set forth in Section 2.5(e) hereof) (or such greater period, if any, required by applicable Legal Requirements), Borrower shall pay to Lender upon demand an amount equal to the lesser of five percent (5%) of such unpaid sum or the maximum amount permitted by applicable Legal Requirements in order to defray the expense incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent

payment. Any such amount shall be secured by the Mortgage and the other Loan Documents to the extent permitted by applicable law.

(g)      Additional Payment Provisions.

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

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

(iii)      In the event that any change in any requirement of law or in the interpretation or application thereof, or compliance by Lender with any request or directive (whether

or not having the force of law) hereafter issued from any central bank or other Governmental Authority:

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

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

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

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

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

(iv)      Borrower agrees to indemnify Lender and to hold Lender harmless from any loss or expense which Lender sustains or incurs as a consequence of (A) any default by

Borrower in payment of the principal of or interest on a LIBOR Loan, including, without limitation, any such loss or expense arising from interest or fees payable by Lender to lenders of funds obtained by it in order to maintain a LIBOR Loan hereunder, (B) any prepayment (whether voluntary or mandatory) of the LIBOR Loan that did not include all interest which had accrued (or would have accrued) at the Interest Rate through the end of the related Interest Accrual Period, including, without limitation, such loss or expense arising from interest or fees payable by Lender to lenders of funds obtained by it in order to maintain the LIBOR Loan hereunder, and (C) the conversion (for any reason whatsoever, whether voluntary or involuntary) of the Interest Rate from the LIBOR Rate to the Adjusted Prime Rate with respect to any portion of the outstanding principal amount of the Loan then bearing interest at the LIBOR Rate on a date other than the Payment Date immediately following the last day of an Interest Accrual Period, including, without limitation, such loss or expenses arising from interest or fees payable by Lender to lenders of funds obtained by it in order to maintain a LIBOR Loan hereunder (the amounts referred to in clauses (A) , (B) and (C) are herein referred to collectively as the “ Breakage Costs ”). This provision shall survive payment of the Note in full and the satisfaction of all other obligations of Borrower under this Agreement and the other Loan Documents.

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

Section 2.6.      Loan Prepayments

(a)      Voluntary .

(i)      Except as otherwise expressly permitted under this Agreement, including, without limitation, Section 2.9 hereof, no voluntary prepayments, whether in whole or in part, of the Loan or any other amount at any time due and owing under this Agreement can be made by Borrower or any other Person without the express prior written consent of Lender, and Lender shall have no obligation to accept any prepayment except when made in accordance with the terms hereof. Borrower may on any Business Day at its option and upon giving Lender not less than thirty (30) (and not more than ninety (90)) days prior written notice, prepay the Loan (such notice being revocable or may be modified by Borrower on at least two (2) Business Days prior

written notice to Lender provided Borrower pays all of Lender’s reasonable costs and expenses incurred in connection with the notice of prepayment) (A) on or before the Spread Maintenance Date, in whole or in part, with payment of the Spread Maintenance Premium, if applicable, and (B) after the Spread Maintenance Date, in whole or in part, without payment of any premium, fee or penalty. Any prepayment shall include the payment of all additional amounts required to be paid by Borrower and all other amounts owing by Borrower to Lender under the Note, this Agreement and the other Loan Documents, including, without limitation, (1) any Breakage Costs incurred by Lender in connection with the cancellation or termination of a LIBOR or swap contract entered into in connection with the Loan, and (2) Compensating Interest. As a condition to any prepayment contemplated by this Section 2.6(a) , Borrower shall have delivered evidence satisfactory to Lender that each Mezzanine Loan is simultaneously being prepaid on a pro-rata basis in accordance with the terms of the related Mezzanine Loan Documents. Notwithstanding the foregoing to the contrary, no prepayment shall be permitted on any day during the period commencing on the first calendar day immediately following a Payment Date to, but not including, the Determination Date occurring in such calendar month.

(ii)      Notwithstanding anything contained herein to the contrary, in connection with any release of one or more Individual Properties in accordance with this Agreement, Borrower shall be permitted to prepay the Loan, at any time or times prior to the Spread Maintenance Date without any Spread Maintenance Premium, in an aggregate amount not to exceed forty percent (40%) of the original principal balance of the Loan (the “ Free Prepayment Amount ”), provided (A) there is no Event of Default continuing as of the date of the applicable prepayment, and (B) Borrower otherwise complies with this Section 2.6 .

(b)      Mandatory . On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender is not obligated to make such Net Proceeds available to Borrower for Restoration or otherwise remit such Net Proceeds to Borrower pursuant to Section 8.5 hereof, Lender shall apply an amount equal to one hundred percent (100%) of such Net Proceeds as a prepayment of the Debt in an amount up to the Release Price associated with the Individual Property (provided that to the extent Net Proceeds are less than such Release Amount, provided there exists no Event of Default, Borrower shall be permitted to prepay the Loan in an amount equal to the remainder of such Release Price in compliance with the requirements of Section 2.6(a) hereof without the payment of any Spread Maintenance Premium) to which such Net Proceeds relate together with any Compensating Interest and any Breakage Costs associated therewith and any other sums due in connection therewith. All Net Proceeds in excess of such Release Price and Compensating Interest and Breakage Costs associated therewith (if any) and any other sums due in connection therewith shall (i) if an Event of Default has occurred and is continuing, be held and applied by Lender in accordance with the terms of this Agreement and the other Loan Documents and (ii) if no Event of Default has occurred and is continuing be applied as follows: (A) first, to the Mezzanine A Loan up to the Mezzanine A Release Price for the affected Individual Property (together with any Compensating Interest (as defined in the Mezzanine A Loan Agreement) and any Breakage Costs (as defined in the Mezzanine A Loan Agreement) associated therewith and any other sums due in connection therewith), (B) second, to the Mezzanine B Loan up to the Mezzanine B Release

Price for the affected Individual Property (together with any Compensating Interest (as defined in the Mezzanine B Loan Agreement) and any Breakage Costs (as defined in the Mezzanine B Loan Agreement) associated therewith and any other sums due in connection therewith), (C) third, to the Mezzanine C Loan up to the Mezzanine C Release Price for the affected Individual Property (together with any Compensating Interest (as defined in the Mezzanine C Loan Agreement) and any Breakage Costs (as defined in the Mezzanine C Loan Agreement) associated therewith and any other sums due in connection therewith), (D) fourth, to the Mezzanine D Loan up to the Mezzanine D Release Price for the affected Individual Property (together with any Compensating Interest (as defined in the Mezzanine D Loan Agreement) and any Breakage Costs (as defined in the Mezzanine D Loan Agreement) associated therewith and any other sums due in connection therewith), and (E) fifth, any remaining Net Proceeds shall be deposited into the Cash Management Account and applied by Lender in accordance with the terms of this Agreement. Any such prepayment shall be held by Lender and applied on the next Payment Date. Borrower shall not be required to pay a Spread Maintenance Premium or any other prepayment premium in connection with any prepayment made pursuant to this Section 2.6(b) solely in connection with a Casualty or Condemnation.

(c)      After Event of Default . If, prior to the first (1 ^st ) anniversary of the Closing Date, after the occurrence and during the continuance of an Event of Default, Lender shall accelerate the Debt and Borrower thereafter tenders payment of all or any part of the Debt, or if all or any portion of the Debt is recovered by Lender after such Event of Default, Borrower shall pay to Lender, in addition to the Debt and the applicable Spread Maintenance Premium, (i) Compensating Interest, (ii) Breakage Costs, and (iii) an amount equal to one percent (1%) of the outstanding principal balance of the Debt being prepaid.

Section 2.7.      Taxes

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

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

(c)      Indemnification . The Loan Parties shall jointly and severally indemnify Lender, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes

(including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.7 ) payable or paid by Lender or required to be withheld or deducted from a payment to Lender and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to Borrower by Lender shall be conclusive absent manifest error.

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

(e)      Status of Lenders .

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

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

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

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

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

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

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

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

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