Common use of Borrowing Base Properties Clause in Contracts

Borrowing Base Properties. (a) Each Borrowing Base Property shall at all times satisfy the following criteria: (i) Borrower or a wholly-owned Subsidiary of the Borrower holds good title (by fee or pursuant to a Qualified Ground Lease) to such Property, free and clear of all Liens (except for Permitted Borrowing Base Liens); (ii) such Property is leased to an Operating Lessee; (iii) such Property is designated a full-service property (in accordance with industry standard, as reasonably determined by Administrative Agent); (iv) such Property shall at all times be an upper-upscale, luxury or better quality hotel, as designated by ▇▇▇▇▇ Travel Research (or a similar successor company designated by Administrative Agent); (v) such Property is operated under a nationally recognized brand (or with respect to a foreign Property, an internationally recognized brand) by an Approved Manager; (vi) such Property is fully operating, open to the public and not under development or redevelopment (except for routine, ordinary course renovation, maintenance and repair that does not result in the closure of more than twenty-five percent (25%) of the rooms at such hotel); provided, however, that temporary closure due to force majeure events, not to exceed fifteen (15) Business Days, as well as ordinary course seasonal closures, shall be permitted; (vii) such Property is not subject to or encumbered by any Indebtedness other than Permitted Borrowing Base Debt; (viii) such Property is free of material structural defects or material environmental issues and not subject to any material condemnation proceedings; (ix) neither such Property nor the Property Owner thereof is encumbered with Permitted Borrowing Base Debt or any other Material Agreement that by its terms precludes the grant of the Collateral, the exercise by or on behalf of the Secured Creditors of remedies with respect to the Collateral or in any way impairs the validity or the enforceability of the Security Documents; and (x) the Property Owner of such Property is Borrower or a Subsidiary Guarantor. (i) The Borrowing Base must at all times include a minimum of at least five (5) Borrowing Base Properties; (ii) no Borrowing Base Property and no Capital Stock in any Borrowing Base Ownership Entity shall at any time be subject to or encumbered by (A) any Indebtedness other than Permitted Borrowing Base Debt, or (B) any Lien other than a Permitted Borrowing Base Lien; and (iii) each Borrowing Base Property shall be located in the United States, provided that one (1) Borrowing Base Property may be located in Canada. Notwithstanding the foregoing subclause (b)(i), Borrower shall be entitled to reduce the Borrowing Base to a minimum of four (4) Borrowing Base Properties, provided that the calculation of the Available Commitment shall be modified as provided in the definition thereof. (c) Borrower may propose to include additional Properties (whether New Acquisitions or former Development Properties, or Properties that were once Borrowing Base Properties but ceased to qualify as such) by sending a written proposal for inclusion to Administrative Agent. Administrative Agent may reasonably request any diligence materials and documentation it deems necessary to evaluate such Property, including, without limitation, certifications, appraisals, UCC, title, lien and judgment searches, and title documentation, management or franchise agreements and other material agreements. Administrative Agent will make such request and materials available to the Lenders. The inclusion of any Property (other than the Initial Borrowing Base Properties) as a Borrowing Base Property shall be subject to (i) delivery of the foregoing diligence materials, and (ii) Borrower’s certification and Administrative Agent’s reasonable approval that such Property meets the criteria set forth in clause (a) above and the inclusion thereof complies with clause (b) above. Administrative Agent shall be given at least ten (10) Business Days to evaluate any diligence materials and Borrower’s certification. (d) As a further condition to the inclusion of a Property as a Borrowing Base Property, (i) Borrower, Guarantor or any Subsidiary that directly owns the Capital Stock of a Subsidiary that directly or indirectly owns or leases such Property shall execute and deliver to the Administrative Agent a supplement to the Pledge Agreement for the purposes of becoming a pledgor thereunder with respect to the Capital Stock of such Borrowing Base Ownership Entity (provided such Subsidiary is not already a party to the Pledge Agreement) and shall, pursuant to (and to the extent required by) the Pledge Agreement, pledge to the Administrative Agent all of the outstanding shares of Capital Stock of such Subsidiary and deliver undated stock powers for such certificates, executed in blank (or, if any such shares of capital stock are uncertificated, confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest in such uncertificated securities has been transferred to and perfected by the Administrative Agent, for the benefit of the Lenders, in accordance with Article 8 of the UCC or any other similar law which may be applicable) and (ii) any Subsidiary that directly owns the Capital Stock of a Subsidiary that directly or indirectly owns or leases such Property shall, unless already a party to the Subsidiary Guaranty, execute a Joinder to become party to the Subsidiary Guaranty, substantially in the form attached as Exhibit H-2 hereto. (e) Borrower shall promptly, after any Responsible Officer of the Borrower obtains knowledge thereof, notify Administrative Agent of: (i) any material structural defects or Environmental Occurrence affecting a Borrowing Base Property or (ii) the occurrence of any casualty event affecting a Borrowing Base Property, or (iii) any other event or occurrence which would cause a Borrowing Base Property to cease to satisfy each of the conditions and requirements set forth in clause (a) above. In such event, the affected Borrowing Base Property will immediately, as of the occurrence, cease to qualify as a Borrowing Base Property hereunder, except to the extent provided in the following sentence. In the event that structural defects, Environmental Occurrence or casualty result in the temporary closure (for repair, restoration or remediation) of less than 25% of the rooms in such hotel and provided that the Borrower or the applicable Property Owner has given reasonable security to the Administrative Agent to insure that the repair, restoration or remediation thereof will be promptly and diligently resolved in a good and ▇▇▇▇▇▇▇-like manner within no more than sixty (60) days from occurrence, then such Property will not cease to qualify as a Borrowing Base Property for so long as such conditions remain satisfied and provided that such issues are finally repaired or resolved within sixty (60) days. (f) Borrower may elect, on no less than fifteen (15) days prior written notice (a “Property Release Notice”) to Administrative Agent, to remove a Borrowing Base Property from the Borrowing Base, whether as a result of an intended Disposition or otherwise, provided that: (i) The Property Release Notice sets forth the Business Day (the “Release Date”) on which Borrower desires that Administrative Agent release the Property from the Borrowing Base Property and, if applicable, whether Borrower elects to terminate the Pledge and Subsidiary Guaranty with respect to the Borrowing Base Ownership Entities that hold interests in such Property, to the extent applicable with respect thereto; (ii) Borrower shall submit to Administrative Agent not less than ten (10) days prior to the Release Date a release of Liens (and related Loan Documents) for the applicable Borrowing Base Ownership Entity (for execution by Administrative Agent) in a form appropriate in the applicable state and otherwise satisfactory to Administrative Agent in its reasonable discretion (collectively, “Release Instruments”) for each applicable Borrowing Base Ownership Entity together with an Officer’s Certificate certifying that (A) the Release Instruments are in compliance with all Legal Requirements, (B) the release to be effected will not violate the terms of this Agreement, (C) the release to be effected will not impair or otherwise adversely affect the Liens, security interests and other rights of Administrative Agent and Lenders under the Subsidiary Guaranty and Pledge with respect to Borrowing Base Ownership Entities not being released (or as to the Borrowing Base Properties subject to Loan Documents not being released) and (D) the condition described in paragraph (iii) below is satisfied in connection with such Borrowing Base Property Release (together with calculations and supporting documentation demonstrating the same in reasonable detail); (iii) After giving effect to such Borrowing Base Property Release, the Aggregate Outstanding Balance shall not exceed the Available Commitment calculated on a pro forma basis; (iv) No monetary Default or Event of Default shall have occurred and then be continuing as of the Release Date, unless all outstanding monetary Defaults and Events of Default are cured as a result of the Borrowing Base Property Release; (v) After giving effect to such Borrowing Base Property Release, no Event of Default shall occur as a result of the Borrowing Base Property Release. (g) In the event that a Property becomes a Released Borrowing Base Property pursuant to clauses (e) or (f) above, then: (i) Borrower shall deliver to Administrative Agent an updated Compliance Certificate reflecting the fact that such Property is no longer in the Borrowing Base and shall make the mandatory prepayments required under Section 3.2.1(b), if any; (ii) Administrative Agent shall execute such reasonable documents as Borrower shall prepare and request in order to release the applicable Borrowing Base Ownership Entities from the Subsidiary Guaranty and Pledge (but not with respect to any remaining Borrowing Base Property in which such Borrowing Base Ownership Entities may have an interest); and (iii) Borrower shall pay any and all reasonable out-of-pocket costs and expenses incurred in connection with the foregoing, including, without limitation, Administrative Agent’s reasonable attorneys’ fees and disbursements.

Borrowing Base Properties. (a1) Each Subject to the first sentence of Section 2.10(b), above, and Section 2.10(b)(x), below, with respect to any Net Cash Proceeds realized or received with respect to any Insurance and Condemnation Event at a Borrowing Base Property, the Net Cash Proceeds shall at the request of Administrative Agent, be paid directly to Administrative Agent, and provided that: (I) if the Net Cash Proceeds are less than $1,000,000 and there is no Event of Default that remains unwaived or uncured, the Administrative Agent shall release such Net Cash Proceeds to the Borrower and/or the applicable Guarantor to be used for repair or restoration of the applicable Borrowing Base Property; (II) if the Net Cash Proceeds are in an amount from $1,000,000 up to $4,000,000 and there is no Event of Default that remains unwaived or uncured, the Administrative Agent shall permit such Net Cash Proceeds held by the Administrative Agent to be released to the Borrower or the applicable Guarantor to be used for repair or restoration but may condition such application upon the following conditions: (A) the restoration or repair will return the Borrowing Base Property to substantially the same condition as existed prior to the casualty or condemnation, (B) the Net Cash Proceeds available therefrom (plus additional funds as may be required to be deposited by the Borrower with the Administrative Agent) will be sufficient to complete the required repair or restoration, and (C) the restoration or repair is capable of being completed by the date which is sixty (60) days prior to the then current Term Loan Maturity Date; and (III) if the Net Cash Proceeds exceed $4,000,000, the Administrative Agent may permit insurance or condemnation proceeds held by the Administrative Agent to be released to the Borrower or the applicable Guarantor to be used for repair or restoration (provided, that if the Administrative Agent has elected not to release such proceeds to the Borrower, then 100% of the Net Cash Proceeds shall at all times satisfy be applied as a principal prepayment of the Loans in the manner set forth in clause (viii) below) upon the following criteriaconditions: (A) the deposit with the Administrative Agent of such additional funds which the Administrative Agent determines are needed to pay all costs of the repair or restoration (including, without limitation, taxes, financing charges, insurance and rent during the repair period); (B) the establishment of an arrangement for lien releases and disbursement of funds acceptable to the Administrative Agent (the arrangement contained in this Agreement for disbursing Loan funds shall be deemed reasonable with respect to disbursement of Net Cash Proceeds); (C) the delivery to the Administrative Agent of plans and specifications for the work, a contract for the work signed by a contractor reasonably acceptable to the Administrative Agent and a cost breakdown for the work, all of which shall be reasonably acceptable to the Administrative Agent; (D) the delivery to the Administrative Agent of evidence acceptable to the Administrative Agent in its reasonable determination (aa) that after completion of the work the income from the Borrowing Base Property will be sufficient to pay all expenses of the Borrowing Base Property; (bb) of the continuation of Leases or execution of new Leases for not less than seventy percent (70%) of the net rentable area covered by Leases immediately prior to the casualty; and (cc) that upon completion of the work, the size, capacity and total value of the Borrowing Base Property will be at least as great as it was before the damage or condemnation occurred, and (E) there is no Event of Default that remains unwaived or uncured. The Borrower hereby acknowledges that the conditions described above are reasonable, and, if such conditions have not been satisfied within one hundred fifty (150) days of receipt by the Administrative Agent of such insurance or condemnation proceeds, then Administrative Agent may apply such Net Cash Proceeds in accordance with clause (viii) below. (2) The following (whether now existing or hereafter arising) are all absolutely and irrevocably assigned by the Borrower and each Guarantor to the Administrative Agent and, at the request of Administrative Agent, shall be paid directly to Administrative Agent: (i) Borrower all awards of damages and all other compensation payable directly or indirectly by reason of a wholly-owned Subsidiary of the Borrower holds good title (by fee condemnation or pursuant to a Qualified Ground Lease) to such Propertyproposed condemnation for public or private use affecting all or any part of, free and clear of all Liens (except for Permitted or any interest in, any Borrowing Base Liens)Property or Collateral; (ii) such all proceeds of any insurance policies (whether or not expressly required by the Administrative Agent to be maintained by the Borrower or any Subsidiary, including, but not limited to, earthquake insurance and terrorism insurance, if any) payable by reason of loss sustained to all or any part of any Borrowing Base Property is leased to an Operating Lesseeor Collateral; and (iii) such Property is designated a full-service property (all interest which may accrue on any of the foregoing. Subject to applicable law, the Administrative Agent may at its reasonable discretion apply all or any of the proceeds it receives to its expenses in settling, prosecuting or defending any claim and shall apply the remainder in accordance with industry standardclause (1) above. After the First Lien Termination Date, as reasonably determined by the Administrative Agent may commence, appear in, defend or prosecute any assigned claim or action and may adjust, compromise, settle and collect all claims and awards assigned to the Administrative Agent); (iv) such Property shall at all times be an upper-upscale, luxury or better quality hotel, as designated by ▇▇▇▇▇ Travel Research (or a similar successor company designated by Administrative Agent); (v) such Property is operated under a nationally recognized brand (or with respect to a foreign Property, an internationally recognized brand) by an Approved Manager; (vi) such Property is fully operating, open to the public and not under development or redevelopment (except for routine, ordinary course renovation, maintenance and repair that does not result in the closure of more than twenty-five percent (25%) of the rooms at such hotel); provided, however, that temporary closure due to force majeure events, not to exceed fifteen (15) Business Days, as well as ordinary course seasonal closures, in no event shall be permitted; (vii) such Property is not subject to or encumbered by any Indebtedness other than Permitted Borrowing Base Debt; (viii) such Property is free of material structural defects or material environmental issues and not subject to any material condemnation proceedings; (ix) neither such Property nor the Property Owner thereof is encumbered with Permitted Borrowing Base Debt or any other Material Agreement that by its terms precludes the grant of the Collateral, the exercise by or on behalf of the Secured Creditors of remedies with respect to the Collateral or in any way impairs the validity or the enforceability of the Security Documents; and (x) the Property Owner of such Property is Borrower or a Subsidiary Guarantor. (i) The Borrowing Base must at all times include a minimum of at least five (5) Borrowing Base Properties; (ii) no Borrowing Base Property and no Capital Stock in any Borrowing Base Ownership Entity shall at any time be subject to or encumbered by (A) any Indebtedness other than Permitted Borrowing Base Debt, or (B) any Lien other than a Permitted Borrowing Base Lien; and (iii) each Borrowing Base Property shall be located in the United States, provided that one (1) Borrowing Base Property may be located in Canada. Notwithstanding the foregoing subclause (b)(i), Borrower shall be entitled to reduce the Borrowing Base to a minimum of four (4) Borrowing Base Properties, provided that the calculation of the Available Commitment shall be modified as provided in the definition thereof. (c) Borrower may propose to include additional Properties (whether New Acquisitions or former Development Properties, or Properties that were once Borrowing Base Properties but ceased to qualify as such) by sending a written proposal for inclusion to Administrative Agent. Administrative Agent may reasonably request any diligence materials and documentation it deems necessary to evaluate such Property, including, without limitation, certifications, appraisals, UCC, title, lien and judgment searches, and title documentation, management or franchise agreements and other material agreements. Administrative Agent will make such request and materials available to the Lenders. The inclusion of any Property (other than the Initial Borrowing Base Properties) as a Borrowing Base Property shall be subject to (i) delivery of the foregoing diligence materials, and (ii) Borrower’s certification and Administrative Agent’s reasonable approval that such Property meets the criteria set forth in clause (a) above and the inclusion thereof complies with clause (b) above. Administrative Agent shall be given at least ten (10) Business Days to evaluate any diligence materials and Borrower’s certification. (d) As a further condition to the inclusion of a Property as a Borrowing Base Property, (i) Borrower, Guarantor or any Subsidiary that directly owns the Capital Stock of a Subsidiary that directly or indirectly owns or leases such Property shall execute and deliver to the Administrative Agent a supplement be responsible for any failure to collect any claim or award unless caused by the Pledge Agreement for the purposes of becoming a pledgor thereunder with respect to the Capital Stock of such Borrowing Base Ownership Entity (provided such Subsidiary is not already a party to the Pledge Agreement) and shall, pursuant to (and to the extent required by) the Pledge Agreement, pledge to the malfeasance or nonfeasance by Administrative Agent all of the outstanding shares of Capital Stock of such Subsidiary and deliver undated stock powers for such certificates, executed in blank (or, if any such shares of capital stock are uncertificated, confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest in such uncertificated securities has been transferred to and perfected by the Administrative Agent, for the benefit of the Lenders, in accordance with Article 8 of the UCC or any other similar law which may be applicable) and (ii) any Subsidiary that directly owns the Capital Stock of a Subsidiary that directly its employees or indirectly owns or leases such Property shall, unless already a party to the Subsidiary Guaranty, execute a Joinder to become party to the Subsidiary Guaranty, substantially in the form attached as Exhibit H-2 heretoagents. (e) Borrower shall promptly, after any Responsible Officer of the Borrower obtains knowledge thereof, notify Administrative Agent of: (i) any material structural defects or Environmental Occurrence affecting a Borrowing Base Property or (ii) the occurrence of any casualty event affecting a Borrowing Base Property, or (iii) any other event or occurrence which would cause a Borrowing Base Property to cease to satisfy each of the conditions and requirements set forth in clause (a) above. In such event, the affected Borrowing Base Property will immediately, as of the occurrence, cease to qualify as a Borrowing Base Property hereunder, except to the extent provided in the following sentence. In the event that structural defects, Environmental Occurrence or casualty result in the temporary closure (for repair, restoration or remediation) of less than 25% of the rooms in such hotel and provided that the Borrower or the applicable Property Owner has given reasonable security to the Administrative Agent to insure that the repair, restoration or remediation thereof will be promptly and diligently resolved in a good and ▇▇▇▇▇▇▇-like manner within no more than sixty (60) days from occurrence, then such Property will not cease to qualify as a Borrowing Base Property for so long as such conditions remain satisfied and provided that such issues are finally repaired or resolved within sixty (60) days. (f) Borrower may elect, on no less than fifteen (15) days prior written notice (a “Property Release Notice”) to Administrative Agent, to remove a Borrowing Base Property from the Borrowing Base, whether as a result of an intended Disposition or otherwise, provided that: (i) The Property Release Notice sets forth the Business Day (the “Release Date”) on which Borrower desires that Administrative Agent release the Property from the Borrowing Base Property and, if applicable, whether Borrower elects to terminate the Pledge and Subsidiary Guaranty with respect to the Borrowing Base Ownership Entities that hold interests in such Property, to the extent applicable with respect thereto; (ii) Borrower shall submit to Administrative Agent not less than ten (10) days prior to the Release Date a release of Liens (and related Loan Documents) for the applicable Borrowing Base Ownership Entity (for execution by Administrative Agent) in a form appropriate in the applicable state and otherwise satisfactory to Administrative Agent in its reasonable discretion (collectively, “Release Instruments”) for each applicable Borrowing Base Ownership Entity together with an Officer’s Certificate certifying that (A) the Release Instruments are in compliance with all Legal Requirements, (B) the release to be effected will not violate the terms of this Agreement, (C) the release to be effected will not impair or otherwise adversely affect the Liens, security interests and other rights of Administrative Agent and Lenders under the Subsidiary Guaranty and Pledge with respect to Borrowing Base Ownership Entities not being released (or as to the Borrowing Base Properties subject to Loan Documents not being released) and (D) the condition described in paragraph (iii) below is satisfied in connection with such Borrowing Base Property Release (together with calculations and supporting documentation demonstrating the same in reasonable detail); (iii) After giving effect to such Borrowing Base Property Release, the Aggregate Outstanding Balance shall not exceed the Available Commitment calculated on a pro forma basis; (iv) No monetary Default or Event of Default shall have occurred and then be continuing as of the Release Date, unless all outstanding monetary Defaults and Events of Default are cured as a result of the Borrowing Base Property Release; (v) After giving effect to such Borrowing Base Property Release, no Event of Default shall occur as a result of the Borrowing Base Property Release. (g) In the event that a Property becomes a Released Borrowing Base Property pursuant to clauses (e) or (f) above, then: (i) Borrower shall deliver to Administrative Agent an updated Compliance Certificate reflecting the fact that such Property is no longer in the Borrowing Base and shall make the mandatory prepayments required under Section 3.2.1(b), if any; (ii) Administrative Agent shall execute such reasonable documents as Borrower shall prepare and request in order to release the applicable Borrowing Base Ownership Entities from the Subsidiary Guaranty and Pledge (but not with respect to any remaining Borrowing Base Property in which such Borrowing Base Ownership Entities may have an interest); and (iii) Borrower shall pay any and all reasonable out-of-pocket costs and expenses incurred in connection with the foregoing, including, without limitation, Administrative Agent’s reasonable attorneys’ fees and disbursements.

Borrowing Base Properties. (a) Each Borrowing Base Property shall at all times satisfy the following criteria: (i) Borrower or a wholly-owned Subsidiary of the Borrower holds good title (by fee or pursuant to a Qualified Ground Lease) to such Property, free and clear of all Liens (except for Permitted Borrowing Base Liensthe Liens permitted under Section 7.2.3); (ii) such Property is leased to an Operating Lessee; (iii) such Property is designated a full-service property (in accordance with industry standard, as reasonably determined by Administrative Agent); (iv) such Property shall at all times be an upper-upscale, luxury or better quality hotel, as designated by ▇▇▇▇▇ Travel Research (or a similar successor company designated by Administrative Agent); (v) such Property is operated under a nationally recognized brand (or with respect to a foreign Property, an internationally recognized brand) by an Approved Manager; (vi) such Property is fully operating, open to the public and not under development or redevelopment (except for routine, ordinary course renovation, maintenance and repair that does not result in the closure of more than twenty-five percent (25%) of the rooms at such hotel); provided, however, that temporary closure due to force majeure events, not to exceed fifteen (15) Business Days, as well as ordinary course seasonal closures, shall be permitted; (vii) such Property is not subject to or encumbered by any Indebtedness other than Permitted Borrowing Base Debt; (viii) such Property is free of material structural defects or material environmental issues and not subject to any material condemnation proceedingsissues; (ix) neither such Property nor the Property Owner thereof is encumbered with Permitted Borrowing Base Debt or any other Material Agreement that by its terms precludes the grant of the Collateral, the exercise by or on behalf of the Secured Creditors of remedies with respect to the Collateral or in any way impairs the validity or the enforceability of the Security Documents; and (x) the Property Owner of such Property is Borrower or a Subsidiary Guarantor. (i) The Borrowing Base must at all times include a minimum of Borrower shall own at least five three (53) Borrowing Base PropertiesProperties at all times, of which no fewer than two (2) must be located in the United States of America; (ii) no Borrowing Base Property and no Capital Stock in any Borrowing Base Ownership Entity shall at any time be subject to or encumbered by (A) any Indebtedness other than Permitted Borrowing Base Debt, or (B) any Lien other than a Permitted Borrowing Base Lien; and , (iii) each no more than three (3) Properties located outside of the United State of America may qualify as Borrowing Base Property shall be located in the United StatesProperties at any time, provided that one and (1iv) no more than two (2) Borrowing Base Property Properties may include a condominium or timeshare component or otherwise be located part of a condominium or similar development that includes a residential/hotel condominium, fractional interest or timeshare component, in Canada. Notwithstanding any such case unless otherwise agreed by the foregoing subclause Required Lenders, and (b)(i), Borrower shall be entitled to reduce the Borrowing Base to a minimum of four v) at least three (43) Borrowing Base PropertiesProperties shall at all times qualify as “luxury” or “upper-upscale” hotels, provided that the calculation of the Available Commitment shall be modified as provided in the definition thereofdesignated by ▇▇▇▇▇ Travel Research (or a similar successor company designated by Administrative Agent). (c) Borrower may propose to include additional Properties (whether New Acquisitions or former Development Properties, or Properties that were once Borrowing Base Properties but ceased to and that no longer qualify as such) by sending a written proposal proposals for inclusion to Administrative Agent. Administrative Agent may reasonably request any diligence materials and documentation it deems necessary to evaluate such Property, including, without limitation, certifications, appraisals, UCC, title, lien and judgment searches, appraisals and title documentation, management or franchise agreements and other material agreements. Administrative Agent will make such request and materials available to the Lenders. The inclusion of any Pre-Approved Borrowing Base Property as a Borrowing Base Property shall be subject to (i) delivery of the foregoing diligence materials and (ii) Administrative Agent’s reasonable approval that such Pre-Approved Borrowing Base Property meets the criteria set forth in clause (a) above and the inclusion thereof complies with clause (b) above. The inclusion of any Property (other than the Initial a Pre-Approved Borrowing Base PropertiesProperty) as a Borrowing Base Property shall be subject to (i) delivery of the foregoing diligence materials, and (ii) Borrower’s certification and Administrative Agent’s reasonable approval that such Property meets the criteria set forth in clause (a) above and the inclusion thereof complies with clause (b) aboveabove and (iii) the prior written consent of the Required Lenders. Administrative Agent and, to the extent their consent is required the Lenders, shall be given at least ten (10) Business Days to evaluate any diligence materials and evaluate Borrower’s certificationwritten proposal. In connection with the inclusion of any Property as a Borrowing Base Property, Borrower shall execute and deliver collateral documentation (including, without limitation, a First Lien Mortgage securing such Property) substantially similar to the Loan Documents executed and delivered by the Borrower on the Closing Date with respect to the applicable Property. (d) As a further condition to the inclusion of including a Property as a Borrowing Base Property, (i) Borrower, Guarantor or any Subsidiary that directly owns the Capital Stock of a Subsidiary that directly or indirectly owns or leases such Property shall execute and deliver to the Administrative Agent a supplement to the Pledge Agreement for the purposes of becoming a pledgor thereunder with respect to the Capital Stock of such Borrowing Base Ownership Entity (provided such Subsidiary is not already theretofore a party to the Pledge Agreement) and shall, pursuant to (and to the extent required by) the Pledge Agreement, pledge to the Administrative Agent all of the outstanding shares of Capital Stock of such owned Subsidiary and deliver undated stock powers for such certificates, executed in blank (or, if any such shares of capital stock are uncertificated, confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest in such uncertificated securities has been transferred to and perfected by the Administrative Agent, for the benefit of the Lenders, in accordance with Article 8 of the UCC or any other similar law which may be applicable). (e) and (ii) As a further condition to including a Property as a Borrowing Base Property, any Subsidiary that directly owns the Capital Stock that, upon inclusion of such Property as a Borrowing Base Property would become a Property Owner of a Subsidiary that directly or indirectly owns or leases such Property shallBorrowing Base Property, unless already a party to the Subsidiary Guaranty, shall execute a Joinder to become party to the Subsidiary Guaranty, substantially in the form attached as Exhibit H-2 hereto. (ef) Borrower shall promptly, after any Responsible Officer of the Borrower obtains knowledge thereof, notify Administrative Agent of: (i) any material structural defects or Environmental Occurrence affecting a Borrowing Base Property or (ii) the occurrence of any casualty event affecting a Borrowing Base Property, or (iii) any other event or occurrence which would cause a Borrowing Base Property to cease to satisfy qualify as such. (g) Subject to satisfaction of each of the conditions and requirements set forth in clause (a) above. In such event, the affected below with respect to any Borrowing Base Property will immediatelyProperty, as Borrower shall be entitled to release and/or dispose of the occurrence, cease to qualify as a Borrowing Base Property hereunder, except to from the extent provided in the following sentence. In the event that structural defects, Environmental Occurrence or casualty result in the temporary closure (for repair, restoration or remediation) of less than 25% Lien of the rooms applicable First Lien Mortgage and related Loan Documents (each such property, a “Borrowing Base Release Property”) in connection with a Disposition or refinancing of such hotel and provided that the Borrower or the applicable Property Owner has given reasonable security to the Administrative Agent to insure that the repair, restoration or remediation thereof will be promptly and diligently resolved in a good and ▇▇▇▇▇▇▇-like manner within no more than sixty (60) days from occurrence, then such Property will not cease to qualify as a Borrowing Base Property for so long as such conditions remain satisfied and provided that such issues are finally repaired or resolved within sixty (60) days.each release under this Section 7.1.22(g), a “Borrowing Base Property Release”): (fi) Borrower may elect, on no less than fifteen (15) days prior delivers a written notice (a “Property Release Notice”) to Administrative Agent, Agent of its desire to remove a effect such Borrowing Base Property from Release no later than thirty (30) days prior to the date of such desired Borrowing BaseBase Property Release, whether as a result of an intended Disposition or otherwise, provided that: (i) The Property Release Notice sets and setting forth the Business Day (the “Release Date”) on which Borrower desires that Administrative Agent release the Property from the its interest in such Borrowing Base Property and, if applicable, whether Borrower elects to terminate the Pledge and Subsidiary Guaranty with respect to the Borrowing Base Ownership Entities that hold interests in such Release Property, to the extent applicable with respect thereto; (ii) Borrower shall submit to Administrative Agent not less than ten (10) days Business Days prior to the Release Date (which must be a Business Day) a release of Liens (and related Loan Documents) for the applicable Borrowing Base Ownership Entity Release Property (for execution by Administrative Agent) in a form appropriate in the applicable state and otherwise satisfactory to Administrative Agent in its reasonable discretion and all other documentation Administrative Agent reasonably requires to be delivered by Borrower in connection with such Borrowing Base Property Release (collectively, “Release Instruments”) for each applicable Borrowing Base Ownership Entity Release Property together with an Officer’s Certificate certifying that (A) the Release Instruments are in compliance with all Legal Requirements, (B) the release to be effected will not violate the terms of this Agreement, (C) the release to be effected will not impair or otherwise adversely affect the Liens, security interests and other rights of Administrative Agent and Lenders under the Subsidiary Guaranty and Pledge with respect to Borrowing Base Ownership Entities Loan Documents not being released (or as to the Borrowing Base Properties subject to the Loan Documents not being released) and (D) the condition described in paragraph (iii) below is satisfied in connection with such Borrowing Base Property Release (together with calculations and supporting documentation demonstrating the same in reasonable detail); (iii) After giving effect to such Borrowing Base Property Release, the Aggregate Outstanding Balance shall not exceed the Available Commitment calculated on a pro forma basis; (iv) No monetary Default or Event of Default shall have occurred and then be continuing as of on the date on which Borrower delivers the Property Release Notice and on the Release Date, unless all outstanding monetary Defaults and Events of Default are cured as a result of the Borrowing Base Property Release; (v) After giving effect to such Borrowing Base Property Release, no Event of Default shall occur as a result of the Borrowing Base Property Release. (g) In the event that a Property becomes a Released Borrowing Base Property pursuant to clauses (e) or (f) above, then: (i) Borrower shall deliver to Administrative Agent an updated Compliance Certificate reflecting the fact that such Property is no longer in the Borrowing Base and shall make the mandatory prepayments required under Section 3.2.1(b), if any; (ii) Administrative Agent shall execute such reasonable documents as Borrower shall prepare and request in order to release the applicable Borrowing Base Ownership Entities from the Subsidiary Guaranty and Pledge (but not with respect to any remaining Borrowing Base Property in which such Borrowing Base Ownership Entities may have an interest); and (iiivi) Borrower shall pay for any and all reasonable out-of-pocket costs and expenses incurred in connection with the foregoingany proposed Borrowing Base Property Release, including, without limitation, Administrative Agent’s reasonable attorneys’ fees and disbursementsdisbursements and all title insurance premiums for any endorsements to any existing Title Policies reasonably required by Administrative Agent in connection with such proposed release.

Borrowing Base Properties. (a) Each At all times, the REIT and Borrower shall maintain the Borrowing Base Properties in accordance with this Article IX and the other terms and conditions of the Loan Documents. (b) In addition to the other requirements that are set forth in the definition of “Borrowing Base Property,” in order for a Real Property to qualify as a Borrowing Base Property, it shall comply with the following conditions at all times: (i) Such Borrowing Base Property shall at all times satisfy be wholly owned by a Subsidiary Guarantor (other than the following criteria: (iBorrowing Base Property known as 1▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, which shall be wholly owned by the 163 Washington SPE) Borrower or that complies with the covenants and provisions of this Agreement relating to Subsidiary Guarantors and the 163 Entities; provided, however, that a wholly-owned Subsidiary of the Borrower holds good title (by fee or pursuant Borrowing Base Property may, with Administrative Agent’s written consent, be leased to a Qualified Subsidiary Guarantor under an Approved Ground Lease) to such Property, free and clear of all Liens (except for Permitted Borrowing Base Liens); ; (ii) such Property is leased to an Operating Lessee; (iii) such Property is designated a full-service property (The representations and warranties contained in accordance with industry standardSections 3.05(a), as reasonably determined by Administrative Agent3.06(b); (iv) such Property , 3.22, and 3.23 shall at all times be true and correct with respect to such Borrowing Base Property and such Borrowing Base Property shall be in compliance with the covenants set forth in Section 9.01(c); (iii) Such Borrowing Base Property shall be an upperincome producing, multi-upscalefamily, luxury mixed-use, retail, distribution, parking or better quality hoteloffice property, as designated provided that parking facilities shall be permitted only if operated by ▇▇▇▇▇ Travel Research (or a similar successor company designated by Administrative Agent); third-party operator and distribution facilities shall be permitted only to the extent they meet the conditions set forth in clause (v) such Property is operated under a nationally recognized brand of this Section 9.01(b); (or with respect to a foreign Property, an internationally recognized brandiv) by an Approved Manager; (vi) such Property is fully operating, open to the public and not under development or redevelopment (except for routine, ordinary course renovation, maintenance and repair that does not result in the closure of more than twenty-five At least eighty percent (2580%) of the rooms at such hotel(x) units in any multi-family Borrowing Base Property, and (y) net rentable square footage of any other type of Borrowing Base Property (other than a parking facility), shall be subject to executed Leases from tenants in occupancy who are not in default beyond the expiration of all applicable notice and grace periods under their Lease and not in bankruptcy (the “Occupancy Rate”); provided, however, that temporary closure due if (A) on any date, the Occupancy Rate is less than eighty percent (80%), there shall be a grace period of two (2) fiscal quarters to force majeure eventsincrease such occupancy provided that (i) Borrower delivers written notice of the failure to comply with such occupancy requirement within three (3) Business Days after a Responsible Officer of Borrower obtains knowledge of such failure, and (ii) at all times during such grace period, the Occupancy Rate does not fall below seventy percent (70%) at any time and (B) on any date, the Occupancy Rate is less than seventy percent (70%), there shall be a grace period of two (2) fiscal quarters (which shall be concurrent with and not in addition to the two (2) fiscal quarter grace period referred to in clause (A), above) to increase such occupancy provided that (i) Borrower delivers written notice of the failure to comply with such occupancy requirement within three (3) Business Days after a Responsible Officer of Borrower obtains knowledge of such failure, (ii) at all times during such grace period, the Occupancy Rate does not fall below fifty percent (50%) at any time, and (iii) during the pendency of such grace period, the percentage applicable in calculating the Value-Based Borrowing Base Limit for the applicable Borrowing Base Property shall be reduced by fifty percent (50%); thereafter, and in the event any Borrowing Base Property has an Occupancy Rate below fifty percent (50%) at any time, such Borrowing Base Property shall be removed from the Borrowing Base pursuant to Section 9.03; (v) If such Borrowing Base Property is a distribution facility, it shall be an Investment Grade Borrowing Base Property having at least eight (8) years remaining on the term of the Lease to the applicable tenant at the time such facility is added to the Borrowing Base (excluding any extension options) and where the applicable tenant shall be in occupancy, not to exceed fifteen in default beyond the expiration of all applicable notice and grace periods under its Lease and not in bankruptcy; (15vi) Business DaysIf such Borrowing Base Property is a Single Tenant Asset, as well as ordinary course seasonal closures, then the remaining Lease term related thereto shall be permitted; no less than six (6) years (excluding any extension options); (vii) such An Appraisal shall be required for each Borrowing Base Property during the term of this Agreement within six (6) months prior to the date that any Borrowing Base Property is not added to the Borrowing Base in accordance with the Loan Documents (which respect to Borrowing Base Properties added after the Original Closing Date), and that in each case that is acceptable to Administrative Agent in its reasonable discretion, subject to or encumbered by any Indebtedness other than Permitted Borrowing Base Debt; the provisions of Sections 9.01(b)(viii) and (ix); (viii) such Notwithstanding anything to the contrary in clause (vii) above, in Administrative Agent’s sole discretion, a new Appraisal may be required, at Borrower’s expense, for each Borrowing Base Property commencing (i) August 20, 2015 (with respect to each initial Borrowing Base Property that is added to the Borrowing Base upon the Original Closing Date), (ii) twenty four (24) months after the date that any Borrowing Base Property is free of material structural defects or material environmental issues and not subject thereafter added to the Borrowing Base (with respect to any material condemnation proceedings; such subsequently-added Borrowing Base Property), and (iii) twenty four (24) months after the date of any Appraisal obtained pursuant to this Section 9.01(viii). Borrower may, at its election and expense, also request a new Appraisal at any of such times. For purposes of this Section 9.01(b)(viii), an Appraisal that has a date of value that is no earlier than six (6) months prior to the end of any applicable 24-month period described in this Section 9.01(b)(viii) shall, if it is approved by Administrative Agent and complies with the requirements of this Agreement, be deemed to satisfy the requirements herein for a new Appraisal to be obtained commencing on each such 24-month period. (ix) neither such Property nor If the Property Owner thereof is encumbered with Permitted Net Operating Income for any Borrowing Base Debt or any other Material Agreement that Property shall decrease (A) by its terms precludes the grant of the Collateral, the exercise by or on behalf of the Secured Creditors of remedies with respect more than five percent (5%) from one fiscal quarter to the Collateral next and the Net Operating Income of such Borrowing Base Property for the next succeeding fiscal quarter does not make up for such decline in Net Operating Income or in any way impairs (B) ten percent (10%) or more from the validity or Net Operating Income of such Borrowing Base Property for the enforceability of the Security Documents; and previous calendar year, then a new Appraisal for such Borrowing Base Property shall be required to be obtained at Borrower’s cost. (x) For purposes of determining the Appraised Value of any Borrowing Base Property Owner hereunder, the most recent Appraisal thereof obtained by in accordance with the terms hereof shall govern the determination of the Appraised Value thereof; provided, however that if a new Appraisal is not required to be obtained for such Borrowing Base Property pursuant to Section 9.01(b)(viii) or (ix), until such time as the new Appraisal shall have been obtained in accordance with this Agreement, then the Borrowing Base Asset Value of such Borrowing Base Property is Borrower shall equal the lesser of the Acquisition Cost of such Borrowing Base Property or a Subsidiary Guarantorthe Estimated Value thereof. (ixi) The Borrower may elect, pursuant to the definition of “Borrowing Base Asset Value,” to require the determination of the component of the definition of Borrowing Base Asset Value referenced in clause (b) of the definition thereof to be based upon the Estimated Values of the Borrowing Base Properties or the Appraised Values of the Borrowing Base Properties only once per fiscal quarter, in connection with the delivery by Borrower to Administrative Agent of the Borrowing Base Certificate that is due to be delivered during such fiscal quarter, and such election shall be made on an “all or none” basis such that, if Borrower elects to require such determination to be based on Appraised Values, such election must at be made as to all times include a minimum of at least five (5) Borrowing Base Properties, and if Borrower elects to require such determination to be based on Estimated Values, such election must be made as to all Borrowing Base Properties (provided, however, that in the event that Borrower obtains an updated Appraisal pursuant to Section 9.01(b)(viii) Borrower shall be permitted to required that such determination be made on the basis of such updated Appraised Value); provided, further, that if the Appraised Value of one or more Borrowing Base Properties cannot be calculated solely because Appraisals have been ordered but have not yet been delivered for such Borrowing Base Property, as required hereby, the Borrowing Base Appraised Value may nonetheless be determined according to the Estimated Value of each such affected Borrowing Base Property and the Appraised Value of all other Borrowing Base Properties until such time as an Appraisal for such affected Borrowing Base Property has been obtained as provided herein. (xii) The survey for such Borrowing Base Property delivered to the Administrative Agent in connection with this Agreement shall be prepared in accordance with the 2011 Minimum Standard Detail Requirements for ALTA/ASM Land Title Surveys. Except for those matters reflected on such survey or in the title policy for such Borrowing Base Property delivered to the Administrative Agent in connection with this Agreement or as otherwise disclosed to the Administrative Agent, as of the date such Real Property is accepted as a Borrowing Base Property, there shall not be any construction or commencement of construction on such Borrowing Base Property of any new external structures, or additions or extensions thereto, or other external improvements, whether to existing structures or not. Except as may be disclosed on the surveys delivered pursuant to this Agreement and in the title policy for such Borrowing Base Property: (i) none of the material improvements comprising part of such Borrowing Base Property shall be outside the boundaries of such Borrowing Base Property (or building restriction or setback lines applicable thereto); (ii) no material improvements on adjoining properties shall encroach upon such Borrowing Base Property and no Capital Stock in any Borrowing Base Ownership Entity shall at any time be subject to or encumbered by (A) any Indebtedness other than Permitted Borrowing Base Debt, or (B) any Lien other than a Permitted Borrowing Base LienProperty; and (iii) each no material improvements comprising part of such Borrowing Base Property shall encroach upon or violate any easements or any other encumbrance upon such Borrowing Base Property, in each case other than minor encumbrances which could not reasonably be located expected to have a (x) material adverse effect with respect to the financial condition or the operations of such Borrowing Base Property, (y) material adverse effect on the Borrowing Base Asset Value of such Borrowing Base Property, or (z) material adverse effect on the ownership of such Borrowing Base Property. (xiii) All transfer taxes, deed stamps, intangible taxes or other amounts in the United States, provided that one (1) nature of transfer taxes required to be paid by any Credit Party under applicable legal requirements currently in effect in connection with the transfer of such Borrowing Base Property may be located to the Borrower, any transfer of a controlling interest in Canada. Notwithstanding the foregoing subclause (b)(i), Borrower shall be entitled to reduce or the Borrowing Base to a minimum of four (4) Borrowing Base Properties, provided that the calculation formation of the Available Commitment REIT, as applicable, shall have been paid or will be modified as provided paid prior to delinquency. All mortgage, mortgage recording, stamp, intangible or other similar tax required to be paid by any Credit Party under applicable legal requirements currently in effect in connection with the definition thereof. (c) Borrower may propose to include additional Properties (whether New Acquisitions execution, delivery, recordation, filing, registration, perfection or former Development Properties, or Properties that were once Borrowing Base Properties but ceased to qualify as such) by sending a written proposal for inclusion to Administrative Agent. Administrative Agent may reasonably request enforcement of any diligence materials and documentation it deems necessary to evaluate such Propertyof the Loan Documents, including, without limitation, certificationsthe Mortgage, appraisalsshall have been paid prior to delinquency. (xiv) The Borrower shall have delivered to Administrative Agent copies of all Leases and all unrecorded easement agreements, UCC, title, lien and judgment searches, and title documentationreciprocal easement agreements, management or franchise agreements and other material agreements. Administrative Agent will make agreements in Borrower’s possession or custody which affect in any material respect the Borrower’s interest in such request and materials available to the Lenders. The inclusion Borrowing Base Property. (xv) Borrower shall have received no notice of any Property (other than the Initial condemnation proceeding involving such Borrowing Base Properties) Property or any portion thereof or parking facility used in connection therewith, nor shall any portion of such Borrowing Base Property or any parking facility used in connection therewith be damaged due to fire or other casualty, except those proceedings or casualties that could not reasonably be expected to materially interfere with the current use and value of such Borrowing Base Property or to cause such property to otherwise no longer qualify as a Borrowing Base Property shall be subject to (i) delivery of the foregoing diligence materials, and (ii) Borrower’s certification and Administrative Agent’s reasonable approval that such Property meets the criteria set forth in clause (a) above and the inclusion thereof complies with clause (b) above. Administrative Agent shall be given at least ten (10) Business Days to evaluate any diligence materials and Borrower’s certificationProperty. (dxvi) Such Borrowing Base Property shall have adequate rights of access to public ways and is currently served by adequate electric, gas, water, sewer, sanitary sewer and storm drain facilities. All public utilities necessary to the use and enjoyment of such Borrowing Base Property as intended to be used and enjoyed shall be located in the public right-of-way abutting such Borrowing Base Property or in private easements or license areas benefitting such Borrowing Base Property. (xvii) No Credit Party shall have suffered, permitted or initiated the joint assessment of such Borrowing Base Property with any other real property constituting a tax lot separate and apart from the tax lot comprising such Borrowing Base Property. (xviii) As a further condition to of the date of its inclusion of a Property as a Borrowing Base Property, (i) Borrowersuch Borrowing Base Property, Guarantor including all buildings, improvements, parking facilities, sidewalks, storm drainage systems, roofs, plumbing systems, HVAC systems, fire protection systems, electrical systems, equipment, elevators, exterior sidings and doors, landscaping, irrigation systems and all structural components, shall be in good condition, order and repair in all material respects subject to reasonable and customary wear and tear; and there shall exist no structural or other material defects or damages in such Borrowing Base Property, whether latent or otherwise, and no Credit Party shall have received written notice from any insurance company or bonding company of any defects or inadequacies in such Borrowing Base Property, or any Subsidiary that directly owns part thereof, which would, in either case, adversely affect the Capital Stock insurability of a Subsidiary that directly the same or indirectly owns cause the imposition of extraordinary premiums or leases such Property charges thereon or of any termination or threatened termination of any policy of insurance or bond. (xix) The Borrower shall execute and deliver have delivered to the Administrative Agent a supplement to true and correct copy of the Pledge Management Agreement for the purposes of becoming a pledgor thereunder that is in effect with respect to the Capital Stock of such Borrowing Base Ownership Entity (provided such Subsidiary is not already a party to the Pledge Agreement) and shall, pursuant to (and to the extent required by) the Pledge Agreement, pledge to the Administrative Agent all of the outstanding shares of Capital Stock of such Subsidiary and deliver undated stock powers for such certificates, executed in blank (or, if any such shares of capital stock are uncertificated, confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest in such uncertificated securities has been transferred to and perfected by the Administrative Agent, for the benefit of the Lenders, in accordance with Article 8 of the UCC or any other similar law which may be applicable) and (ii) any Subsidiary that directly owns the Capital Stock of a Subsidiary that directly or indirectly owns or leases such Property shall, unless already a party to the Subsidiary Guaranty, execute a Joinder to become party to the Subsidiary Guaranty, substantially in the form attached as Exhibit H-2 hereto. (e) Borrower shall promptly, after any Responsible Officer of the Borrower obtains knowledge thereof, notify Administrative Agent of: (i) any material structural defects or Environmental Occurrence affecting a Borrowing Base Property or (ii) the occurrence of any casualty event affecting a Borrowing Base Property, or (iii) any other event or occurrence which would cause a Borrowing Base Property to cease to satisfy each of the conditions and requirements set forth in clause (a) above. In such event, the affected Borrowing Base Property will immediately, as of the occurrence, cease to qualify as a Borrowing Base Property hereunder, except to the extent provided in the following sentence. In the event that structural defects, Environmental Occurrence or casualty result in the temporary closure (for repair, restoration or remediation) of less than 25% of the rooms in such hotel and provided that the Borrower or the applicable Property Owner has given reasonable security to the Administrative Agent to insure that the repair, restoration or remediation thereof will be promptly and diligently resolved in a good and ▇▇▇▇▇▇▇-like manner within no more than sixty (60) days from occurrence, then such Property will not cease to qualify as a Borrowing Base Property for so long as such conditions remain satisfied and provided that such issues are finally repaired or resolved within sixty (60) days. (f) Borrower may elect, on no less than fifteen (15) days prior written notice (a “Property Release Notice”) to Administrative Agent, to remove a Borrowing Base Property from the Borrowing Base, whether as a result of an intended Disposition or otherwise, provided that: (i) The Property Release Notice sets forth the Business Day (the “Release Date”) on which Borrower desires that Administrative Agent release the Property from the Borrowing Base Property and, if applicable, whether Borrower elects to terminate the Pledge and Subsidiary Guaranty Management Agreement with respect to the Borrowing Base Ownership Entities that hold interests in such Property, to the extent applicable with respect thereto; (ii) Borrower shall submit to Administrative Agent not less than ten (10) days prior to the Release Date a release of Liens (and related Loan Documents) for the applicable Borrowing Base Ownership Entity (for execution by Administrative Agent) in a form appropriate in the applicable state and otherwise satisfactory to Administrative Agent in its reasonable discretion (collectively, “Release Instruments”) for each applicable Borrowing Base Ownership Entity together with an Officer’s Certificate certifying that (A) the Release Instruments are in compliance with all Legal Requirements, (B) the release to be effected will not violate the terms of this Agreement, (C) the release to be effected will not impair or otherwise adversely affect the Liens, security interests and other rights of Administrative Agent and Lenders under the Subsidiary Guaranty and Pledge with respect to Borrowing Base Ownership Entities not being released (or as to the Borrowing Base Properties subject to Loan Documents not being released) and (D) the condition described in paragraph (iii) below is satisfied in connection with such Borrowing Base Property Release (together with calculations and supporting documentation demonstrating the same in reasonable detail); (iii) After giving effect to such Borrowing Base Property Release, delivered to the Aggregate Outstanding Balance Administrative Agent shall not exceed be the Available Commitment calculated on a pro forma basis; (iv) No monetary Default or Event of Default shall have occurred and then be continuing as of the Release Date, unless all outstanding monetary Defaults and Events of Default are cured as a result of the Borrowing Base Property Release; (v) After giving effect only Management Agreement related to such Borrowing Base Property ReleaseProperty, and shall be in full force and effect with no default or event of default, in either case beyond all applicable notice and grace periods, existing thereunder. (xx) To the knowledge of Borrower, no Event portion of Default shall occur as a result of the such Borrowing Base Property Releaseshall have been purchased with proceeds of any illegal activity and no part of the proceeds of any Credit Extension will be used in connection with any illegal activity. (gc) In the event that a Property becomes a Released Borrowing Base Property pursuant to clauses (e) or (f) above, then: (i) The REIT and Borrower shall deliver to Administrative Agent an updated Compliance Certificate reflecting the fact that such Property is no longer in the Borrowing Base hereby covenant and shall make the mandatory prepayments required under Section 3.2.1(b), if any; (ii) Administrative Agent shall execute such reasonable documents as Borrower shall prepare and request in order to release the applicable Borrowing Base Ownership Entities from the Subsidiary Guaranty and Pledge (but not agrees with respect to any remaining Borrowing Base Property in which such Borrowing Base Ownership Entities may have an interest); and (iiii) Borrower shall pay any to comply with Sections 5.05, 5.12, 5.18, 5.19, 5.21, 6.02, 6.11, and all reasonable out-of-pocket costs 6.18, and expenses incurred in connection with the foregoing, including, without limitation, Administrative Agent’s reasonable attorneys’ fees and disbursements.(ii) as follows:

Borrowing Base Properties. (a) Each At all times, Borrower shall maintain the Borrowing Base Property shall at all times satisfy the following criteria: (i) Borrower or a wholly-owned Subsidiary of the Borrower holds good title (by fee or pursuant to a Qualified Ground Lease) to such Property, free and clear of all Liens (except for Permitted Borrowing Base Liens); (ii) such Property is leased to an Operating Lessee; (iii) such Property is designated a full-service property (Properties in accordance with industry standard, as reasonably determined by Administrative Agent); (iv) such Property shall at all times be an upper-upscale, luxury or better quality hotel, as designated by ▇▇▇▇▇ Travel Research (or a similar successor company designated by Administrative Agent); (v) such Property is operated under a nationally recognized brand (or with respect to a foreign Property, an internationally recognized brand) by an Approved Manager; (vi) such Property is fully operating, open to this Article IX and the public other terms and not under development or redevelopment (except for routine, ordinary course renovation, maintenance and repair that does not result in the closure of more than twenty-five percent (25%) conditions of the rooms at such hotel); provided, however, that temporary closure due to force majeure events, not to exceed fifteen (15) Business Days, as well as ordinary course seasonal closures, shall be permitted; (vii) such Property is not subject to or encumbered by any Indebtedness other than Permitted Borrowing Base Debt; (viii) such Property is free of material structural defects or material environmental issues and not subject to any material condemnation proceedings; (ix) neither such Property nor the Property Owner thereof is encumbered with Permitted Borrowing Base Debt or any other Material Agreement that by its terms precludes the grant of the Collateral, the exercise by or on behalf of the Secured Creditors of remedies with respect to the Collateral or in any way impairs the validity or the enforceability of the Security Loan Documents; and (x) the Property Owner of such Property is Borrower or a Subsidiary Guarantor. (ib) The Borrower shall cause the Borrowing Base must Properties to comply with the financial covenants in Section 6.01 at all times include a minimum of at least five (5) Borrowing Base Properties; (ii) no Borrowing Base Property and no Capital Stock in any Borrowing Base Ownership Entity shall at any time be subject to or encumbered by (A) any Indebtedness other than Permitted Borrowing Base Debt, or (B) any Lien other than a Permitted Borrowing Base Lien; and (iii) each Borrowing Base Property shall be located in the United States, provided that one (1) Borrowing Base Property may be located in Canadatimes. Notwithstanding the foregoing subclause (b)(i)In connection therewith, Borrower shall be entitled deliver to reduce the Administrative Agent not more than 60 days after each Quarterly Date, a Borrowing Base to a minimum of four (4) Borrowing Base Properties, provided that the calculation of the Available Commitment shall be modified as provided in the definition thereofCertificate evidencing such compliance. (c) Borrower may propose to include additional Properties (whether New Acquisitions or former Development Properties, or Properties that were once Borrowing Base Properties but ceased to qualify as such) by sending a written proposal for inclusion to Administrative Agent. Administrative Agent may reasonably request any diligence materials and documentation it deems necessary to evaluate such Property, including, without limitation, certifications, appraisals, UCC, title, lien and judgment searches, and title documentation, management or franchise agreements and other material agreements. Administrative Agent will make such request and materials available to the Lenders. The inclusion of any Property (other than the Initial Borrowing Base Properties) as a Each Borrowing Base Property shall be subject to the following conditions: (i) delivery Such Borrowing Base Property shall be an income producing, multi-family, retail, distribution, parking or office property, provided that in connection with distribution facilities and parking facilities, such Borrowing Base Property shall be subject to the single-tenant provisions of the foregoing diligence materials, clause (iv) below and parking facilities shall be permitted only if operated by a third-party operator; (ii) Borrower’s certification Such Borrowing Base Property shall have executed leases from tenants in occupancy who are not in default under their lease and Administrative Agent’s reasonable approval that such Property meets the criteria set forth not in clause (a) above and the inclusion thereof complies with clause (b) above. Administrative Agent shall be given bankruptcy covering at least ten seventy-five percent (1075%) Business Days to evaluate any diligence materials and Borrower’s certification. (d) As a further condition to of the inclusion of a Property as a Borrowing Base Property, (i) Borrower, Guarantor or any Subsidiary that directly owns the Capital Stock of a Subsidiary that directly or indirectly owns or leases such Property shall execute and deliver to the Administrative Agent a supplement to the Pledge Agreement for the purposes of becoming a pledgor thereunder with respect to the Capital Stock net rentable square footage of such Borrowing Base Ownership Entity Property; (provided iii) If such Subsidiary Borrowing Base Property is a distribution facility, it is an Investment Grade Borrowing Base Property having at least eight (8) years remaining on the term of such lease (excluding any extension options) and where the applicable Investment Grade Tenant is in occupancy, not in default under its lease and not in bankruptcy; (A) The aggregate Borrowing Base Properties having a single tenant shall not comprise more than (1) thirty percent (30%) of the Borrowing Base if such Borrowing Base Property is not already a party to the Pledge Agreement) and shall, pursuant to (and to the extent required by) the Pledge Agreement, pledge to the Administrative Agent all of the outstanding shares of Capital Stock of such Subsidiary and deliver undated stock powers for such certificates, executed in blank (or, if any such shares of capital stock are uncertificated, confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest in such uncertificated securities has been transferred to and perfected by the Administrative Agent, for the benefit of the Lenders, in accordance with Article 8 of the UCC or any other similar law which may be applicable) and (ii) any Subsidiary that directly owns the Capital Stock of a Subsidiary that directly or indirectly owns or leases such Property shall, unless already a party to the Subsidiary Guaranty, execute a Joinder to become party to the Subsidiary Guaranty, substantially in the form attached as Exhibit H-2 hereto. (e) Borrower shall promptly, after any Responsible Officer of the Borrower obtains knowledge thereof, notify Administrative Agent of: (i) any material structural defects or Environmental Occurrence affecting a an Investment Grade Borrowing Base Property or (ii2) fifty percent (50%) of the occurrence of any casualty event affecting a if such Borrowing Base Property is an Investment Grade Borrowing Base Property, ; or (iiiB) any other event or occurrence which would cause a no Borrowing Base Property having a single tenant shall be subject to cease to satisfy each executed leases with a remaining lease term of the conditions and requirements set forth in clause fewer than six (a6) above. In such event, the affected years (excluding any extension options); (v) The Net Operating Income generated from any single tenant at any Borrowing Base Property will immediately, as shall not account for more than twenty percent (20%) of the occurrence, cease to qualify as a Borrowing Base; (vi) Each Borrowing Base Property hereunder, except to the extent provided must be in the following sentence. In the event that structural defectsNew York Metropolitan Statistical Area; (vii) Unless Administrative Agent, Environmental Occurrence or casualty result in the temporary closure its sole and absolute discretion, shall agree otherwise, no single Borrowing Base Property shall compromise more than (for repair, restoration or remediationA) of less than 2530% of the rooms in Borrowing Base at such hotel and provided that time as the Borrower total Commitments are equal to or less than $40,000,000, (B) 20% of the applicable Property Owner has given reasonable security Borrowing Base at such time as the total Commitments are less than $100,000,000 but greater than $40,000,000 or (C) 15% of the Borrowing Base at such time as the total Commitments are equal to the Administrative Agent to insure that the repair, restoration or remediation thereof will be promptly and diligently resolved in a good and ▇▇▇▇▇▇▇-like manner within no more greater than sixty $100,000,000; (60viii) days from occurrence, then such Property will not cease to qualify as a No Borrowing Base Property for so long as such conditions remain satisfied and provided that such issues are finally repaired or resolved within sixty is subject to an Approved Ground Lease shall compromise more than thirty percent (6030%) days.of the aggregate Net Operating Income of all Borrowing Base Properties; (fix) Borrower may electA minimum of thirty percent (30%) of all Borrowing Base Properties must be located in New York County, on no less than fifteen New York State; (15x) days prior written notice (a “Property Release Notice”) to Administrative Agent, to remove a An Appraisal shall be required for each Borrowing Base Property from during the Borrowing Base, whether as a result term of an intended Disposition or otherwisethe Loan, provided that: that any Appraisal obtained by Borrower within six (i6) The Property Release Notice sets forth months prior to the Business Day Effective Date (or within six (6) months of the “Release Date”) on which Borrower desires that Administrative Agent release the Property from the date any Borrowing Base Property and, if applicable, whether Borrower elects is proposed to terminate the Pledge and Subsidiary Guaranty with respect be added to the Borrowing Base Ownership Entities that hold interests in such Property, to accordance with the extent applicable with respect thereto; (ii) Borrower shall submit to Administrative Agent not less than ten (10) days prior to the Release Date a release of Liens (and related Loan Documents) for the applicable Borrowing Base Ownership Entity (for execution by Administrative Agent) in a form appropriate in the applicable state and otherwise satisfactory that is acceptable to Administrative Agent in its reasonable discretion (collectively, “Release Instruments”) for each applicable Borrowing Base Ownership Entity together with an Officer’s Certificate certifying that (A) shall satisfy the Release Instruments are in compliance with all Legal Requirements, (B) the release to be effected will not violate the terms requirements of this Agreement, clause (C) the release to be effected will not impair or otherwise adversely affect the Liens, security interests and other rights of Administrative Agent and Lenders under the Subsidiary Guaranty and Pledge with respect to Borrowing Base Ownership Entities not being released (or as to the Borrowing Base Properties subject to Loan Documents not being released) and (D) the condition described in paragraph (iii) below is satisfied in connection with such Borrowing Base Property Release (together with calculations and supporting documentation demonstrating the same in reasonable detail); (iii) After giving effect to such Borrowing Base Property Release, the Aggregate Outstanding Balance shall not exceed the Available Commitment calculated on a pro forma basis; (iv) No monetary Default or Event of Default shall have occurred and then be continuing as of the Release Date, unless all outstanding monetary Defaults and Events of Default are cured as a result of the Borrowing Base Property Release; (v) After giving effect to such Borrowing Base Property Release, no Event of Default shall occur as a result of the Borrowing Base Property Release. (g) In the event that a Property becomes a Released Borrowing Base Property pursuant to clauses (e) or (f) above, then: (i) Borrower shall deliver to Administrative Agent an updated Compliance Certificate reflecting the fact that such Property is no longer in the Borrowing Base and shall make the mandatory prepayments required under Section 3.2.1(b), if any; (ii) Administrative Agent shall execute such reasonable documents as Borrower shall prepare and request in order to release the applicable Borrowing Base Ownership Entities from the Subsidiary Guaranty and Pledge (but not with respect to any remaining Borrowing Base Property in which such Borrowing Base Ownership Entities may have an interestx); and (iiixi) Borrower If the Net Operating Income for any Borrowing Base Property shall pay any and all reasonable out-of-pocket costs and expenses incurred decrease by ten percent (10%) or more from the Net Operating Income determined in connection with the foregoingmost recently delivered financial information, includingand within six (6) months of such disclosure, without limitationBorrower has failed to remedy such failure such that the Net Operating Income is no longer ten percent (10%) or more below such prior determination, Administrative Agentthen a new Appraisal for such Borrowing Base Property shall be required to be obtained at Borrower’s reasonable attorneys’ fees cost. (d) Borrower hereby covenants and disbursements.agrees with respect to any Borrowing Base Property as follows:

Borrowing Base Properties. 11.1.1 At all times, the Borrower shall maintain the Borrowing Base Properties in accordance with this Article 11 and the other terms and conditions of the Loan Documents. 11.1.2 In addition to the other requirements that are set forth in the definition of “Borrowing Base Property,” in order for a Real Property to qualify as a Borrowing Base Property, it shall comply with the following conditions at all times: (a) Each Such Borrowing Base Property shall at all times satisfy be wholly owned by a Borrower that complies with the following criteria: (i) Borrower or covenants and provisions of this Agreement relating to Borrowers; provided, however, that a wholly-owned Subsidiary of the Borrower holds good title (by fee or pursuant Borrowing Base Property may, with Administrative Agent’s written consent, be leased to a Qualified Borrower under an Approved Ground Lease; (b) The representations and warranties contained in Article 3 with respect to such Property, free and clear of all Liens (except for Permitted Borrowing Base Liens); (ii) such Property is leased to an Operating Lessee; (iii) such Property is designated a full-service property (in accordance with industry standard, as reasonably determined by Administrative Agent); (iv) such Property Properties shall at all times be an upper-upscale, luxury or better quality hotel, as designated by ▇▇▇▇▇ Travel Research (or a similar successor company designated by Administrative Agent); (v) such Property is operated under a nationally recognized brand (or true and correct with respect to such Borrowing Base Property and such Borrowing Base Property shall be in compliance with the covenants set forth in Section 11.1; (c) Such Borrowing Base Property shall be an income producing, multi-family, mixed-use, retail, distribution, parking, flex, industrial or office property, provided that parking facilities shall be permitted only if operated by a foreign Property, an internationally recognized brand) by an Approved Manager; (vi) such Property is fully operating, open third-party operator and distribution facilities shall be permitted only to the public and not under development or redevelopment extent they meet the conditions set forth in clause (except for routine, ordinary course renovation, maintenance and repair that does not result in the closure e) of more than twenty-five this Section 11.1.2; (d) At least eighty percent (2580%) of the rooms at such hotel(x) units in any multi-family Borrowing Base Property, and (y) net rentable square footage of any other type of Borrowing Base Property (other than a parking facility), shall be subject to executed Leases from tenants in occupancy who are not in default beyond the expiration of all applicable notice and grace periods under their Lease and not in bankruptcy (the “Occupancy Rate”); provided, however, that temporary closure due if (A) on any date, the Occupancy Rate is less than eighty percent (80%), there shall be a grace period of two (2) fiscal quarters to force majeure eventsincrease such occupancy provided that (i) Borrower delivers written notice of the failure to comply with such occupancy requirement within three (3) Business Days after a Responsible Officer of Borrower obtains knowledge of such failure, and (ii) at all times during such grace period, the Occupancy Rate does not fall below seventy percent (70%) at any time and (B) on any date, the Occupancy Rate is less than seventy percent (70%), there shall be a grace period of two (2) fiscal quarters (which shall be concurrent with and not in addition to the two (2) fiscal quarter grace period referred to in clause (A), above) to increase such occupancy provided that (i) Borrower delivers written notice of the failure to comply with such occupancy requirement within three (3) Business Days after a Responsible Officer of Borrower obtains knowledge of such failure, (ii) at all times during such grace period, the Occupancy Rate does not fall below fifty percent (50%) at any time, and (iii) during the pendency of such grace period, the percentage applicable in calculating the Value-Based Borrowing Base Limit for the applicable Borrowing Base Property shall be reduced by fifty percent (50%); thereafter, and in the event any Borrowing Base Property has an Occupancy Rate below fifty percent (50%) at any time, such Borrowing Base Property shall be removed from the Borrowing Base pursuant to Section 11.3.2; (e) If such Borrowing Base Property is a distribution facility, it shall be an Investment Grade Borrowing Base Property having at least eight (8) years remaining on the term of the Lease to the applicable Investment Grade Tenant at the time such facility is added to the Borrowing Base (excluding any extension options) and where the applicable Investment Grade Tenant shall be in occupancy, not to exceed fifteen in default beyond the expiration of all applicable notice and grace periods under its Lease and not in bankruptcy; (15f) Business DaysIf such Borrowing Base Property is a Single Tenant Asset, as well as ordinary course seasonal closures, then the remaining Lease term related thereto shall be permitted; no less than six (vii6) such Property is not subject to or encumbered by years (excluding any Indebtedness other than Permitted extension options); (g) An Appraisal shall be required for each Borrowing Base Debt; Property during the term of this Agreement as follows: (viiiA) such Property is free of material structural defects or material environmental issues and not subject within six (6) months prior to any material condemnation proceedings; the Effective Date (ix) neither such Property nor the Property Owner thereof is encumbered with Permitted Borrowing Base Debt or any other Material Agreement that by its terms precludes the grant of the Collateral, the exercise by or on behalf of the Secured Creditors of remedies with respect to each initial Borrowing Base Property that is added to the Collateral or Borrowing Base upon the Effective Date, and (B) within six (6) months prior to the date that any Borrowing Base Property is added to the Borrowing Base in accordance with the Loan Documents (which respect to Borrowing Base Properties added after the Effective Date), and that in each case that is acceptable to Administrative Agent in its reasonable discretion, subject to the provisions of Sections 11.1.2(h); (h) For purposes of determining the Appraised Value of any way impairs Borrowing Base Property hereunder, the validity most recent Appraisal thereof obtained by in accordance with the terms hereof shall govern the determination of the Appraised Value thereof; provided, however that if a new Appraisal is not required to be obtained for such Borrowing Base Property pursuant to Section 11.1.2 until such time as the new Appraisal shall have been obtained in accordance with this Agreement, then the Borrowing Base Asset Value of such Borrowing Base Property shall equal the lesser of the Acquisition Cost of such Borrowing Base Property or the enforceability of the Security Documents; and (x) the Property Owner of such Property is Borrower or a Subsidiary GuarantorEstimated Value thereof. (i) The survey for such Borrowing Base must at all times include a minimum of at least five (5) Property delivered to the Administrative Agent in connection with this Agreement shall be prepared in accordance with the 2011 Minimum Standard Detail Requirements for ALTA/ASM Land Title Surveys. Except for those matters reflected on such survey or in the title policy for such Borrowing Base PropertiesProperty delivered to the Administrative Agent in connection with this Agreement or as otherwise disclosed to the Administrative Agent, as of the date such Real Property is accepted as a Borrowing Base Property, there shall not be any construction or commencement of construction on such Borrowing Base Property of any new external structures, or additions or extensions thereto, or other external improvements, whether to existing structures or not. Except as may be disclosed on the surveys delivered pursuant to this Agreement and in the title policy for such Borrowing Base Property: (i) none of the material improvements comprising part of such Borrowing Base Property shall be outside the boundaries of such Borrowing Base Property (or building restriction or setback lines applicable thereto); (ii) no material improvements on adjoining properties shall encroach upon such Borrowing Base Property and no Capital Stock in any Borrowing Base Ownership Entity shall at any time be subject to or encumbered by (A) any Indebtedness other than Permitted Borrowing Base Debt, or (B) any Lien other than a Permitted Borrowing Base LienProperty; and (iii) each no material improvements comprising part of such Borrowing Base Property shall encroach upon or violate any easements or any other encumbrance upon such Borrowing Base Property, in each case other than minor encumbrances which could not reasonably be located expected to have a (x) material adverse effect with respect to the financial condition or the operations of such Borrowing Base Property, (y) material adverse effect on the Borrowing Base Asset Value of such Borrowing Base Property, or (z) material adverse effect on the ownership of such Borrowing Base Property. (j) All transfer taxes, deed stamps, intangible taxes or other amounts in the United States, provided that one (1) nature of transfer taxes required to be paid by any Credit Party under applicable legal requirements currently in effect in connection with the transfer of such Borrowing Base Property may be located to the Borrower, any transfer of a controlling interest in Canada. Notwithstanding the foregoing subclause (b)(i), Borrower shall be entitled to reduce or the Borrowing Base to a minimum of four (4) Borrowing Base Properties, provided that the calculation formation of the Available Commitment REIT, as applicable, shall have been paid or will be modified as provided paid prior to delinquency. All mortgage, mortgage recording, stamp, intangible or other similar tax required to be paid by any Credit Party under applicable legal requirements currently in effect in connection with the definition thereof. (c) Borrower may propose to include additional Properties (whether New Acquisitions execution, delivery, recordation, filing, registration, perfection or former Development Properties, or Properties that were once Borrowing Base Properties but ceased to qualify as such) by sending a written proposal for inclusion to Administrative Agent. Administrative Agent may reasonably request enforcement of any diligence materials and documentation it deems necessary to evaluate such Propertyof the Loan Documents, including, without limitation, certificationsthe Mortgage, appraisalsshall have been paid prior to delinquency. (k) The Borrower shall have delivered to Administrative Agent copies of all Leases and all unrecorded easement agreements, UCC, title, lien and judgment searches, and title documentationreciprocal easement agreements, management or franchise agreements and other material agreements. Administrative Agent will make agreements in Borrower’s possession or custody which affect in any material respect the Borrower’s interest in such request and materials available to the Lenders. The inclusion Borrowing Base Property. (l) Borrower shall have received no notice of any Property (other than the Initial condemnation proceeding involving such Borrowing Base Properties) Property or any portion thereof or parking facility used in connection therewith, nor shall any portion of such Borrowing Base Property or any parking facility used in connection therewith be damaged due to fire or other casualty, except those proceedings or casualties that could not reasonably be expected to materially interfere with the current use and value of such Borrowing Base Property or to cause such property to otherwise no longer qualify as a Borrowing Base Property shall be subject to (i) delivery of the foregoing diligence materials, and (ii) Borrower’s certification and Administrative Agent’s reasonable approval that such Property meets the criteria set forth in clause (a) above and the inclusion thereof complies with clause (b) above. Administrative Agent shall be given at least ten (10) Business Days to evaluate any diligence materials and Borrower’s certificationProperty. (dm) Such Borrowing Base Property shall have adequate rights of access to public ways and is currently served by adequate electric, gas, water, sewer, sanitary sewer and storm drain facilities. All public utilities necessary to the use and enjoyment of such Borrowing Base Property as intended to be used and enjoyed shall be located in the public right-of-way abutting such Borrowing Base Property or in private easements or license areas benefitting such Borrowing Base Property. (n) No Credit Party shall have suffered, permitted or initiated the joint assessment of such Borrowing Base Property with any other real property constituting a tax lot separate and apart from the tax lot comprising such Borrowing Base Property. (o) As a further condition to of the date of its inclusion of a Property as a Borrowing Base Property, (i) Borrowersuch Borrowing Base Property, Guarantor including all buildings, improvements, parking facilities, sidewalks, storm drainage systems, roofs, plumbing systems, HVAC systems, fire protection systems, electrical systems, equipment, elevators, exterior sidings and doors, landscaping, irrigation systems and all structural components, shall be in good condition, order and repair in all material respects subject to reasonable and customary wear and tear; and there shall exist no structural or other material defects or damages in such Borrowing Base Property, whether latent or otherwise, and no Credit Party shall have received written notice from any insurance company or bonding company of any defects or inadequacies in such Borrowing Base Property, or any Subsidiary that directly owns part thereof, which would, in either case, adversely affect the Capital Stock insurability of a Subsidiary that directly the same or indirectly owns cause the imposition of extraordinary premiums or leases such Property charges thereon or of any termination or threatened termination of any policy of insurance or bond. (p) The Borrower shall execute and deliver have delivered to the Administrative Agent a supplement to true and correct copy of the Pledge Management Agreement for the purposes of becoming a pledgor thereunder that is in effect with respect to the Capital Stock of such Borrowing Base Ownership Entity (provided such Subsidiary is not already a party to the Pledge Agreement) and shall, pursuant to (and to the extent required by) the Pledge Agreement, pledge to the Administrative Agent all of the outstanding shares of Capital Stock of such Subsidiary and deliver undated stock powers for such certificates, executed in blank (or, if any such shares of capital stock are uncertificated, confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest in such uncertificated securities has been transferred to and perfected by the Administrative Agent, for the benefit of the Lenders, in accordance with Article 8 of the UCC or any other similar law which may be applicable) and (ii) any Subsidiary that directly owns the Capital Stock of a Subsidiary that directly or indirectly owns or leases such Property shall, unless already a party to the Subsidiary Guaranty, execute a Joinder to become party to the Subsidiary Guaranty, substantially in the form attached as Exhibit H-2 hereto. (e) Borrower shall promptly, after any Responsible Officer of the Borrower obtains knowledge thereof, notify Administrative Agent of: (i) any material structural defects or Environmental Occurrence affecting a Borrowing Base Property or (ii) the occurrence of any casualty event affecting a Borrowing Base Property, or (iii) any other event or occurrence which would cause a Borrowing Base Property to cease to satisfy each of the conditions and requirements set forth in clause (a) above. In such event, the affected Borrowing Base Property will immediately, as of the occurrence, cease to qualify as a Borrowing Base Property hereunder, except to the extent provided in the following sentence. In the event that structural defects, Environmental Occurrence or casualty result in the temporary closure (for repair, restoration or remediation) of less than 25% of the rooms in such hotel and provided that the Borrower or the applicable Property Owner has given reasonable security to the Administrative Agent to insure that the repair, restoration or remediation thereof will be promptly and diligently resolved in a good and ▇▇▇▇▇▇▇-like manner within no more than sixty (60) days from occurrence, then such Property will not cease to qualify as a Borrowing Base Property for so long as such conditions remain satisfied and provided that such issues are finally repaired or resolved within sixty (60) days. (f) Borrower may elect, on no less than fifteen (15) days prior written notice (a “Property Release Notice”) to Administrative Agent, to remove a Borrowing Base Property from the Borrowing Base, whether as a result of an intended Disposition or otherwise, provided that: (i) The Property Release Notice sets forth the Business Day (the “Release Date”) on which Borrower desires that Administrative Agent release the Property from the Borrowing Base Property and, if applicable, whether Borrower elects to terminate the Pledge and Subsidiary Guaranty Management Agreement with respect to the Borrowing Base Ownership Entities that hold interests in such Property, to the extent applicable with respect thereto; (ii) Borrower shall submit to Administrative Agent not less than ten (10) days prior to the Release Date a release of Liens (and related Loan Documents) for the applicable Borrowing Base Ownership Entity (for execution by Administrative Agent) in a form appropriate in the applicable state and otherwise satisfactory to Administrative Agent in its reasonable discretion (collectively, “Release Instruments”) for each applicable Borrowing Base Ownership Entity together with an Officer’s Certificate certifying that (A) the Release Instruments are in compliance with all Legal Requirements, (B) the release to be effected will not violate the terms of this Agreement, (C) the release to be effected will not impair or otherwise adversely affect the Liens, security interests and other rights of Administrative Agent and Lenders under the Subsidiary Guaranty and Pledge with respect to Borrowing Base Ownership Entities not being released (or as to the Borrowing Base Properties subject to Loan Documents not being released) and (D) the condition described in paragraph (iii) below is satisfied in connection with such Borrowing Base Property Release (together with calculations and supporting documentation demonstrating the same in reasonable detail); (iii) After giving effect to such Borrowing Base Property Release, delivered to the Aggregate Outstanding Balance Administrative Agent shall not exceed be the Available Commitment calculated on a pro forma basis; (iv) No monetary Default or Event of Default shall have occurred and then be continuing as of the Release Date, unless all outstanding monetary Defaults and Events of Default are cured as a result of the Borrowing Base Property Release; (v) After giving effect only Management Agreement related to such Borrowing Base Property ReleaseProperty, and shall be in full force and effect with no default or event of default, in either case beyond all applicable notice and grace periods, existing thereunder. (q) To the knowledge of Borrower, no Event portion of Default shall occur as a result of the such Borrowing Base Property Releaseshall have been purchased with proceeds of any illegal activity and no part of the proceeds of any Credit Extension will be used in connection with any illegal activity. (gr) In the event that a Property becomes a Released The Borrowing Base Property pursuant to clauses (e) or (f) abovemust be located in New York, then:Connecticut, New Jersey, Massachusetts, Rhode Island, Delaware, Maryland, Virginia, Pennsylvania, Vermont, New Hampshire and Maine. (i) 11.1.3 The Borrower shall deliver to Administrative Agent an updated Compliance Certificate reflecting the fact that such Property is no longer in the Borrowing Base hereby covenants and shall make the mandatory prepayments required under Section 3.2.1(b), if any; (ii) Administrative Agent shall execute such reasonable documents as Borrower shall prepare and request in order to release the applicable Borrowing Base Ownership Entities from the Subsidiary Guaranty and Pledge (but not agrees with respect to any remaining Borrowing Base Property in which such Borrowing Base Ownership Entities may have an interest); and (iii) Borrower shall pay any and all reasonable out-of-pocket costs and expenses incurred in connection with the foregoing, including, without limitation, Administrative Agent’s reasonable attorneys’ fees and disbursements.as follows:

Borrowing Base Properties. (a) Each At all times, the REIT and Borrower shall maintain the Borrowing Base Properties in accordance with this Article IX and the other terms and conditions of the Loan Documents. (b) In addition to the other requirements that are set forth in the definition of “Borrowing Base Property,” in order for a Real Property to qualify as a Borrowing Base Property, it shall comply with the following conditions at all times: (i) Such Borrowing Base Property shall at all times satisfy be wholly owned by a Subsidiary Guarantor (other than the following criteria: (iBorrowing Base Property known as ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, which shall be wholly owned by the 163 Washington SPE) Borrower or that complies with the covenants and provisions of this Agreement relating to Subsidiary Guarantors and the 163 Entities; provided, however, that a wholly-owned Subsidiary of the Borrower holds good title (by fee or pursuant Borrowing Base Property may, with Administrative Agent’s written consent, be leased to a Qualified Subsidiary Guarantor under an Approved Ground Lease) to such Property, free and clear of all Liens (except for Permitted Borrowing Base Liens); ; (ii) such Property is leased to an Operating Lessee; (iii) such Property is designated a full-service property (The representations and warranties contained in accordance with industry standardSections 3.05(a), as reasonably determined by Administrative Agent3.06(b); (iv) such Property , 3.22, and 3.23 shall at all times be true and correct with respect to such Borrowing Base Property and such Borrowing Base Property shall be in compliance with the covenants set forth in Section 9.01(c); (iii) Such Borrowing Base Property shall be an upperincome producing, multi-upscalefamily, luxury mixed-use, retail, distribution, parking or better quality hoteloffice property, as designated provided that parking facilities shall be permitted only if operated by ▇▇▇▇▇ Travel Research (or a similar successor company designated by Administrative Agent); third-party operator and distribution facilities shall be permitted only to the extent they meet the conditions set forth in clause (v) such Property is operated under a nationally recognized brand of this Section 9.01(b); (or with respect to a foreign Property, an internationally recognized brandiv) by an Approved Manager; (vi) such Property is fully operating, open to the public and not under development or redevelopment (except for routine, ordinary course renovation, maintenance and repair that does not result in the closure of more than twenty-five At least eighty percent (2580%) of the rooms at such hotel(x) units in any multi-family Borrowing Base Property, and (y) net rentable square footage of any other type of Borrowing Base Property (other than a parking facility), shall be subject to executed Leases from tenants in occupancy who are not in default beyond the expiration of all applicable notice and grace periods under their Lease and not in bankruptcy (the “Occupancy Rate”); provided, however, that temporary closure due if (A) on any date, the Occupancy Rate is less than eighty percent (80%), there shall be a grace period of two (2) fiscal quarters to force majeure eventsincrease such occupancy provided that (i) Borrower delivers written notice of the failure to comply with such occupancy requirement within three (3) Business Days after a Responsible Officer of Borrower obtains knowledge of such failure, and (ii) at all times during such grace period, the Occupancy Rate does not fall below seventy percent (70%) at any time and (B) on any date, the Occupancy Rate is less than seventy percent (70%), there shall be a grace period of two (2) fiscal quarters (which shall be concurrent with and not in addition to the two (2) fiscal quarter grace period referred to in clause (A), above) to increase such occupancy provided that (i) Borrower delivers written notice of the failure to comply with such occupancy requirement within three (3) Business Days after a Responsible Officer of Borrower obtains knowledge of such failure, (ii) at all times during such grace period, the Occupancy Rate does not fall below fifty percent (50%) at any time, and (iii) during the pendency of such grace period, the percentage applicable in calculating the Value-Based Borrowing Base Limit for the applicable Borrowing Base Property shall be reduced by fifty percent (50%); thereafter, and in the event any Borrowing Base Property has an Occupancy Rate below fifty percent (50%) at any time, such Borrowing Base Property shall be removed from the Borrowing Base pursuant to Section 9.03; (v) If such Borrowing Base Property is a distribution facility, it shall be an Investment Grade Borrowing Base Property having at least eight (8) years remaining on the term of the Lease to the applicable Investment Grade Tenant at the time such facility is added to the Borrowing Base (excluding any extension options) and where the applicable Investment Grade Tenant shall be in occupancy, not to exceed fifteen in default beyond the expiration of all applicable notice and grace periods under its Lease and not in bankruptcy; (15vi) Business DaysIf such Borrowing Base Property is a Single Tenant Asset, as well as ordinary course seasonal closures, then the remaining Lease term related thereto shall be permitted; no less than six (6) years (excluding any extension options); (vii) such An Appraisal shall be required for each Borrowing Base Property during the term of this Agreement as follows: (A) within six (6) months prior to the Effective Date (with respect to each initial Borrowing Base Property that is added to the Borrowing Base upon the Effective Date, and (B) within six (6) months prior to the date that any Borrowing Base Property is not added to the Borrowing Base in accordance with the Loan Documents (which respect to Borrowing Base Properties added after the Effective Date), and that in each case that is acceptable to Administrative Agent in its reasonable discretion, subject to or encumbered by any Indebtedness other than Permitted Borrowing Base Debt; the provisions of Sections 9.01(b)(viii) and (ix); (viii) such Notwithstanding anything to the contrary in clause (vii) above, in Administrative Agent’s sole discretion, a new Appraisal may be required, at Borrower’s expense, for each Borrowing Base Property commencing (i) twenty four (24) months after the Effective Date (with respect to each initial Borrowing Base Property that is added to the Borrowing Base upon the Effective Date), (ii) twenty four (24) months after the date that any Borrowing Base Property is free of material structural defects or material environmental issues and not subject thereafter added to the Borrowing Base (with respect to any material condemnation proceedings; such subsequently-added Borrowing Base Property), and (iii) twenty four (24) months after the date of any Appraisal obtained pursuant to this Section 9.01(viii). Borrower may, at its election and expense, also request a new Appraisal at any of such times. For purposes of this Section 9.01(b)(viii), an Appraisal that has a date of value that is no earlier than six (6) months prior to the end of any applicable 24-month period described in this Section 9.01(b)(viii) shall, if it is approved by Administrative Agent and complies with the requirements of this Agreement, be deemed to satisfy the requirements herein for a new Appraisal to be obtained commencing on each such 24-month period. (ix) neither such Property nor If the Property Owner thereof is encumbered with Permitted Net Operating Income for any Borrowing Base Debt or any other Material Agreement that Property shall decrease (A) by its terms precludes the grant of the Collateral, the exercise by or on behalf of the Secured Creditors of remedies with respect more than five percent (5%) from one fiscal quarter to the Collateral next and the Net Operating Income of such Borrowing Base Property for the next succeeding fiscal quarter does not make up for such decline in Net Operating Income or in any way impairs (B) ten percent (10%) or more from the validity or Net Operating Income of such Borrowing Base Property for the enforceability of the Security Documents; and previous calendar year, then a new Appraisal for such Borrowing Base Property shall be required to be obtained at Borrower’s cost. (x) For purposes of determining the Appraised Value of any Borrowing Base Property Owner hereunder, the most recent Appraisal thereof obtained by in accordance with the terms hereof shall govern the determination of the Appraised Value thereof; provided, however that if a new Appraisal is not required to be obtained for such Borrowing Base Property pursuant to Section 9.01(b)(viii) or (ix), until such time as the new Appraisal shall have been obtained in accordance with this Agreement, then the Borrowing Base Asset Value of such Borrowing Base Property is Borrower shall equal the lesser of the Acquisition Cost of such Borrowing Base Property or a Subsidiary Guarantorthe Estimated Value thereof. (ixi) The Borrower may elect, pursuant to the definition of “Borrowing Base Asset Value,” to require the determination of the component of the definition of Borrowing Base Asset Value referenced in clause (b) of the definition thereof to be based upon the Estimated Values of the Borrowing Base Properties or the Appraised Values of the Borrowing Base Properties only once per fiscal quarter, in connection with the delivery by Borrower to Administrative Agent of the Borrowing Base Certificate that is due to be delivered during such fiscal quarter, and such election shall be made on an “all or none” basis such that, if Borrower elects to require such determination to be based on Appraised Values, such election must at be made as to all times include a minimum of at least five (5) Borrowing Base Properties, and if Borrower elects to require such determination to be based on Estimated Values, such election must be made as to all Borrowing Base Properties (provided, however, that in the event that Borrower obtains an updated Appraisal pursuant to Section 9.01(b)(viii) Borrower shall be permitted to required that such determination be made on the basis of such updated Appraised Value); provided, further, that if the Appraised Value of one or more Borrowing Base Properties cannot be calculated solely because Appraisals have been ordered but have not yet been delivered for such Borrowing Base Property, as required hereby, the Borrowing Base Appraised Value may nonetheless be determined according to the Estimated Value of each such affected Borrowing Base Property and the Appraised Value of all other Borrowing Base Properties until such time as an Appraisal for such affected Borrowing Base Property has been obtained as provided herein. (xii) The survey for such Borrowing Base Property delivered to the Administrative Agent in connection with this Agreement shall be prepared in accordance with the 2011 Minimum Standard Detail Requirements for ALTA/ASM Land Title Surveys. Except for those matters reflected on such survey or in the title policy for such Borrowing Base Property delivered to the Administrative Agent in connection with this Agreement or as otherwise disclosed to the Administrative Agent, as of the date such Real Property is accepted as a Borrowing Base Property, there shall not be any construction or commencement of construction on such Borrowing Base Property of any new external structures, or additions or extensions thereto, or other external improvements, whether to existing structures or not. Except as may be disclosed on the surveys delivered pursuant to this Agreement and in the title policy for such Borrowing Base Property: (i) none of the material improvements comprising part of such Borrowing Base Property shall be outside the boundaries of such Borrowing Base Property (or building restriction or setback lines applicable thereto); (ii) no material improvements on adjoining properties shall encroach upon such Borrowing Base Property and no Capital Stock in any Borrowing Base Ownership Entity shall at any time be subject to or encumbered by (A) any Indebtedness other than Permitted Borrowing Base Debt, or (B) any Lien other than a Permitted Borrowing Base LienProperty; and (iii) each no material improvements comprising part of such Borrowing Base Property shall encroach upon or violate any easements or any other encumbrance upon such Borrowing Base Property, in each case other than minor encumbrances which could not reasonably be located expected to have a (x) material adverse effect with respect to the financial condition or the operations of such Borrowing Base Property, (y) material adverse effect on the Borrowing Base Asset Value of such Borrowing Base Property, or (z) material adverse effect on the ownership of such Borrowing Base Property. (xiii) All transfer taxes, deed stamps, intangible taxes or other amounts in the United States, provided that one (1) nature of transfer taxes required to be paid by any Credit Party under applicable legal requirements currently in effect in connection with the transfer of such Borrowing Base Property may be located to the Borrower, any transfer of a controlling interest in Canada. Notwithstanding the foregoing subclause (b)(i), Borrower shall be entitled to reduce or the Borrowing Base to a minimum of four (4) Borrowing Base Properties, provided that the calculation formation of the Available Commitment REIT, as applicable, shall have been paid or will be modified as provided paid prior to delinquency. All mortgage, mortgage recording, stamp, intangible or other similar tax required to be paid by any Credit Party under applicable legal requirements currently in effect in connection with the definition thereof. (c) Borrower may propose to include additional Properties (whether New Acquisitions execution, delivery, recordation, filing, registration, perfection or former Development Properties, or Properties that were once Borrowing Base Properties but ceased to qualify as such) by sending a written proposal for inclusion to Administrative Agent. Administrative Agent may reasonably request enforcement of any diligence materials and documentation it deems necessary to evaluate such Propertyof the Loan Documents, including, without limitation, certificationsthe Mortgage, appraisalsshall have been paid prior to delinquency. (xiv) The Borrower shall have delivered to Administrative Agent copies of all Leases and all unrecorded easement agreements, UCC, title, lien and judgment searches, and title documentationreciprocal easement agreements, management or franchise agreements and other material agreements. Administrative Agent will make agreements in Borrower’s possession or custody which affect in any material respect the Borrower’s interest in such request and materials available to the Lenders. The inclusion Borrowing Base Property. (xv) Borrower shall have received no notice of any Property (other than the Initial condemnation proceeding involving such Borrowing Base Properties) Property or any portion thereof or parking facility used in connection therewith, nor shall any portion of such Borrowing Base Property or any parking facility used in connection therewith be damaged due to fire or other casualty, except those proceedings or casualties that could not reasonably be expected to materially interfere with the current use and value of such Borrowing Base Property or to cause such property to otherwise no longer qualify as a Borrowing Base Property shall be subject to (i) delivery of the foregoing diligence materials, and (ii) Borrower’s certification and Administrative Agent’s reasonable approval that such Property meets the criteria set forth in clause (a) above and the inclusion thereof complies with clause (b) above. Administrative Agent shall be given at least ten (10) Business Days to evaluate any diligence materials and Borrower’s certificationProperty. (dxvi) Such Borrowing Base Property shall have adequate rights of access to public ways and is currently served by adequate electric, gas, water, sewer, sanitary sewer and storm drain facilities. All public utilities necessary to the use and enjoyment of such Borrowing Base Property as intended to be used and enjoyed shall be located in the public right-of-way abutting such Borrowing Base Property or in private easements or license areas benefitting such Borrowing Base Property. (xvii) No Credit Party shall have suffered, permitted or initiated the joint assessment of such Borrowing Base Property with any other real property constituting a tax lot separate and apart from the tax lot comprising such Borrowing Base Property. (xviii) As a further condition to of the date of its inclusion of a Property as a Borrowing Base Property, (i) Borrowersuch Borrowing Base Property, Guarantor including all buildings, improvements, parking facilities, sidewalks, storm drainage systems, roofs, plumbing systems, HVAC systems, fire protection systems, electrical systems, equipment, elevators, exterior sidings and doors, landscaping, irrigation systems and all structural components, shall be in good condition, order and repair in all material respects subject to reasonable and customary wear and tear; and there shall exist no structural or other material defects or damages in such Borrowing Base Property, whether latent or otherwise, and no Credit Party shall have received written notice from any insurance company or bonding company of any defects or inadequacies in such Borrowing Base Property, or any Subsidiary that directly owns part thereof, which would, in either case, adversely affect the Capital Stock insurability of a Subsidiary that directly the same or indirectly owns cause the imposition of extraordinary premiums or leases such Property charges thereon or of any termination or threatened termination of any policy of insurance or bond. (xix) The Borrower shall execute and deliver have delivered to the Administrative Agent a supplement to true and correct copy of the Pledge Management Agreement for the purposes of becoming a pledgor thereunder that is in effect with respect to the Capital Stock of such Borrowing Base Ownership Entity (provided such Subsidiary is not already a party to the Pledge Agreement) and shall, pursuant to (and to the extent required by) the Pledge Agreement, pledge to the Administrative Agent all of the outstanding shares of Capital Stock of such Subsidiary and deliver undated stock powers for such certificates, executed in blank (or, if any such shares of capital stock are uncertificated, confirmation and evidence reasonably satisfactory to the Administrative Agent that the security interest in such uncertificated securities has been transferred to and perfected by the Administrative Agent, for the benefit of the Lenders, in accordance with Article 8 of the UCC or any other similar law which may be applicable) and (ii) any Subsidiary that directly owns the Capital Stock of a Subsidiary that directly or indirectly owns or leases such Property shall, unless already a party to the Subsidiary Guaranty, execute a Joinder to become party to the Subsidiary Guaranty, substantially in the form attached as Exhibit H-2 hereto. (e) Borrower shall promptly, after any Responsible Officer of the Borrower obtains knowledge thereof, notify Administrative Agent of: (i) any material structural defects or Environmental Occurrence affecting a Borrowing Base Property or (ii) the occurrence of any casualty event affecting a Borrowing Base Property, or (iii) any other event or occurrence which would cause a Borrowing Base Property to cease to satisfy each of the conditions and requirements set forth in clause (a) above. In such event, the affected Borrowing Base Property will immediately, as of the occurrence, cease to qualify as a Borrowing Base Property hereunder, except to the extent provided in the following sentence. In the event that structural defects, Environmental Occurrence or casualty result in the temporary closure (for repair, restoration or remediation) of less than 25% of the rooms in such hotel and provided that the Borrower or the applicable Property Owner has given reasonable security to the Administrative Agent to insure that the repair, restoration or remediation thereof will be promptly and diligently resolved in a good and ▇▇▇▇▇▇▇-like manner within no more than sixty (60) days from occurrence, then such Property will not cease to qualify as a Borrowing Base Property for so long as such conditions remain satisfied and provided that such issues are finally repaired or resolved within sixty (60) days. (f) Borrower may elect, on no less than fifteen (15) days prior written notice (a “Property Release Notice”) to Administrative Agent, to remove a Borrowing Base Property from the Borrowing Base, whether as a result of an intended Disposition or otherwise, provided that: (i) The Property Release Notice sets forth the Business Day (the “Release Date”) on which Borrower desires that Administrative Agent release the Property from the Borrowing Base Property and, if applicable, whether Borrower elects to terminate the Pledge and Subsidiary Guaranty Management Agreement with respect to the Borrowing Base Ownership Entities that hold interests in such Property, to the extent applicable with respect thereto; (ii) Borrower shall submit to Administrative Agent not less than ten (10) days prior to the Release Date a release of Liens (and related Loan Documents) for the applicable Borrowing Base Ownership Entity (for execution by Administrative Agent) in a form appropriate in the applicable state and otherwise satisfactory to Administrative Agent in its reasonable discretion (collectively, “Release Instruments”) for each applicable Borrowing Base Ownership Entity together with an Officer’s Certificate certifying that (A) the Release Instruments are in compliance with all Legal Requirements, (B) the release to be effected will not violate the terms of this Agreement, (C) the release to be effected will not impair or otherwise adversely affect the Liens, security interests and other rights of Administrative Agent and Lenders under the Subsidiary Guaranty and Pledge with respect to Borrowing Base Ownership Entities not being released (or as to the Borrowing Base Properties subject to Loan Documents not being released) and (D) the condition described in paragraph (iii) below is satisfied in connection with such Borrowing Base Property Release (together with calculations and supporting documentation demonstrating the same in reasonable detail); (iii) After giving effect to such Borrowing Base Property Release, delivered to the Aggregate Outstanding Balance Administrative Agent shall not exceed be the Available Commitment calculated on a pro forma basis; (iv) No monetary Default or Event of Default shall have occurred and then be continuing as of the Release Date, unless all outstanding monetary Defaults and Events of Default are cured as a result of the Borrowing Base Property Release; (v) After giving effect only Management Agreement related to such Borrowing Base Property ReleaseProperty, and shall be in full force and effect with no default or event of default, in either case beyond all applicable notice and grace periods, existing thereunder. (xx) To the knowledge of Borrower, no Event portion of Default shall occur as a result of the such Borrowing Base Property Releaseshall have been purchased with proceeds of any illegal activity and no part of the proceeds of any Credit Extension will be used in connection with any illegal activity. (gc) In the event that a Property becomes a Released Borrowing Base Property pursuant to clauses (e) or (f) above, then: (i) The REIT and Borrower shall deliver to Administrative Agent an updated Compliance Certificate reflecting the fact that such Property is no longer in the Borrowing Base hereby covenant and shall make the mandatory prepayments required under Section 3.2.1(b), if any; (ii) Administrative Agent shall execute such reasonable documents as Borrower shall prepare and request in order to release the applicable Borrowing Base Ownership Entities from the Subsidiary Guaranty and Pledge (but not agrees with respect to any remaining Borrowing Base Property in which such Borrowing Base Ownership Entities may have an interest); and (iiii) Borrower shall pay any to comply with Sections 5.05, 5.12, 5.18, 5.19, 5.21, 6.02, 6.11, and all reasonable out-of-pocket costs 6.18, and expenses incurred in connection with the foregoing, including, without limitation, Administrative Agent’s reasonable attorneys’ fees and disbursements.(ii) as follows:

Borrowing Base Properties. (a) Each Borrower shall cause the Eligible Real Estate included in the calculation of the Borrowing Base Property shall Availability and inclusion as Borrowing Base Properties to at all times satisfy all of the following criteria: conditions, (and if such Real Estate is not Eligible Real Estate or does not satisfy such conditions, then such Real Estate shall no longer be included in the calculation of Borrowing Base Availability as provided in §7.20(d)), and such Real Estate and any personal property solely related thereto may be released as a Borrowing Base Property in accordance with §5.5 and §12.2): (i) Borrower or the Eligible Real Estate shall be owned one hundred percent (100%) in fee simple by a wholly-owned Subsidiary of the Borrower holds good title (by fee or Guarantor and, if leased, is leased to a Subsidiary Guarantor that is a TRS Lessee pursuant to a Qualified Ground an Operating Lease) to such Property, free and clear of all Liens other than the Liens permitted by §8.2(ix), and such Eligible Real Estate and all assets of the TRS Lessee shall not have applicable to it any negative pledge or restriction on the sale, pledge, transfer, mortgage or assignment of such property (except for Permitted Borrowing Base Liensincluding any restrictions contained in any applicable organizational documents); ; (ii) none of the Eligible Real Estate shall have any material environmental, structural or other defects, and not be subject to any condemnation proceeding, that in any event would give rise to a materially adverse effect as to the value, use of, operation of or ability to sell or finance such Property property, and such property shall be in compliance with federally mandated flood insurance requirements (including the maintenance of flood insurance if all or any portion of any Building is leased to an Operating Lessee; located within a federally designated flood hazard zone); (iii) the only assets of such Subsidiary Guarantor (including the TRS Lessee) shall be the Eligible Real Estate included in the calculation of the Borrowing Base Availability and as a Borrowing Base Property is designated a full-service property (in accordance together with industry standard, as reasonably determined by Administrative Agent); related fixtures and personal property; (iv) no strike, lockout, labor dispute, embargo, injunction or other proceeding has occurred which causes, for more than fifteen (15) consecutive days, the cessation or substantial curtailment of revenue producing activities of the Borrower or any Subsidiary Guarantor at such Property shall at all times be an upper-upscale, luxury or better quality hotel, as designated by ▇▇▇▇▇ Travel Research (or a similar successor company designated by Administrative Agent); Borrowing Base Property; (v) such Property Eligible Real Estate is operated under a nationally recognized brand (or with respect to a foreign Property, an internationally recognized brand) by an Approved Manager; Healthcare Facility; (vi) such Property Eligible Real Estate is fully operating, open (1) managed by a third party manager approved by the Agent; and (2) operated under a Management Agreement reasonably satisfactory to the public Agent; (vii) such Subsidiary Guarantor or the Operator has all Primary Licenses, Permits and other Governmental Approvals necessary to own and operate such proposed Borrowing Base Property, the Primary License of such Eligible Real Estate shall not under development have been revoked or redevelopment (except for routinebe the subject of any revocation proceeding, ordinary course renovation, maintenance and repair that does not no event or circumstance shall have occurred or exist which would result in the closure Operator thereof no longer being entitled to participate and obtain reimbursement under Medicare or Medicaid or other Third-Party Payor Programs (to the extent they participate in such programs), and the Operator and the Borrowing Base Property shall be in compliance in all material respects with all applicable Healthcare Laws and accreditation and registration standards and requirements of the applicable State Regulator, in each case, as are now in effect and which may be imposed upon such Operator or the maintenance, use or operation of the Borrowing Base Properties or the provision of services to the occupants of the Borrowing Base Properties; (viii) no Person other than the Borrower or another Subsidiary Guarantor (and excluding for the purposes hereof ownership of other Persons in the Borrower) has any direct or indirect ownership of any legal, equitable or beneficial interest in such Subsidiary Guarantors, and no direct or indirect ownership or other interests or rights in any such Subsidiary Guarantor shall be subject to any Lien (other than Liens in favor of Agent); (ix) no more than twenty-five percent (25%) of the rooms at such hotel); provided, however, that temporary closure due to force majeure events, not to exceed fifteen (15) Business Days, as well as ordinary course seasonal closures, total Borrowing Base Availability shall be permitted; (vii) such Property is not subject attributable to or encumbered by any Indebtedness other than Permitted single Borrowing Base Debt; Property (viii) such Property is free notwithstanding the foregoing, a failure to satisfy the requirements of material structural defects or material environmental issues and not subject to any material condemnation proceedings; this clause (ix) neither such Property nor the Property Owner thereof is encumbered with Permitted Borrowing Base Debt or any other Material Agreement that by its terms precludes the grant of the Collateral, the exercise by or on behalf of the Secured Creditors of remedies with respect to the Collateral or shall not result in any way impairs the validity or the enforceability of the Security Documents; and (x) the Property Owner of such Property is Borrower or a Subsidiary Guarantor. (i) The Borrowing Base must at all times include a minimum of at least five (5) Borrowing Base Properties; (ii) no Borrowing Base Property and no Capital Stock in any Borrowing Base Ownership Entity shall at any time be subject to or encumbered by (A) any Indebtedness other than Permitted Borrowing Base Debt, or (B) any Lien other than a Permitted Borrowing Base Lien; and (iii) each Borrowing Base Property shall be located in the United States, provided that one (1) Borrowing Base Property may be located in Canada. Notwithstanding the foregoing subclause (b)(i), Borrower shall be entitled to reduce the Borrowing Base to a minimum of four (4) Borrowing Base Properties, provided that the calculation of the Available Commitment shall be modified as provided in the definition thereof. (c) Borrower may propose to include additional Properties (whether New Acquisitions or former Development Properties, or Properties that were once Borrowing Base Properties but ceased to qualify as such) by sending a written proposal for inclusion to Administrative Agent. Administrative Agent may reasonably request any diligence materials and documentation it deems necessary to evaluate such Property, including, without limitation, certifications, appraisals, UCC, title, lien and judgment searches, and title documentation, management or franchise agreements and other material agreements. Administrative Agent will make such request and materials available to the Lenders. The inclusion of any Property (other than the Initial Borrowing Base Properties) as a Borrowing Base Property shall be subject to (i) delivery of the foregoing diligence materials, and (ii) Borrower’s certification and Administrative Agent’s reasonable approval that such Property meets the criteria set forth in clause (a) above and the inclusion thereof complies with clause (b) above. Administrative Agent shall be given at least ten (10) Business Days to evaluate any diligence materials and Borrower’s certification. (d) As a further condition to the inclusion of a Property Real Estate not being included as a Borrowing Base Property, but any such Borrowing Base Availability in excess of such limitation shall be excluded for purposes of calculating Borrowing Base Availability and Borrowing Base Value and the associated Net Operating Income and Adjusted Net Operating Income corresponding thereto shall be similarly excluded); (x) no more than twenty percent (20%) of the total Borrowing Base Availability shall be attributable to Borrowing Base Properties which are not ILFs or ALFs owned by a Subsidiary Guarantor and leased pursuant to an Operating Lease to a Subsidiary Guarantor (notwithstanding the foregoing, a failure to satisfy the requirements of this clause (x) shall not result in any such Real Estate not being included as a Borrowing Base Property, but any such Borrowing Base Availability in excess of such limitation shall be excluded for purposes of calculating Borrowing Base Availability and Borrowing Base Value and the associated Net Operating Income and Adjusted Net Operating Income corresponding thereto shall be similarly excluded); (xi) no Operator of a Borrowing Base property shall have any Indebtedness other than Indebtedness of the type described in §8.1(c), (d), (e) and (f), in each case, with respect to a Borrowing Base Property. Without limiting the foregoing, no Operator shall have any Indebtedness secured by the pledge of any receivables of Borrower, any Guarantor or such Operator; (xii) each agreement or Lease with an Operator of a CCRC shall obligate the Operator or tenant thereof to provide to Borrower or the applicable Subsidiary Guarantor sufficient and timely financial information, separate for the specific location at the Borrowing Base Property, to permit calculation of Tenant EBITDAR and Net Operating Income; and (xiii) such Eligible Real Estate has not been removed from the calculation of the Borrowing Base Availability pursuant to §5.5 or §7.20(c) or (d). (b) The Borrower shall, and shall cause each Subsidiary Guarantor to: (i) Borrower, Guarantor or any Subsidiary that directly owns the Capital Stock of a Subsidiary that directly or indirectly owns or leases such Property shall execute and deliver to the Administrative Agent a supplement to the Pledge Agreement for the purposes of becoming a pledgor thereunder with respect to the Capital Stock of such operate each Borrowing Base Ownership Entity Property in compliance with Applicable Law in all material respects, and shall cause each Operator to do so; (provided such Subsidiary ii) promptly perform and/or observe (or cause to be performed and/or observed) in all material respects the covenants and agreements required to be performed and observed by it under the Material Contracts to which it is not already a party and do all things necessary to the Pledge Agreement) and shall, pursuant to (preserve and to keep unimpaired their rights thereunder; (iii) enforce in all material respects the extent required by) the Pledge Agreement, pledge to the Administrative Agent performance and observance of all of the outstanding shares of Capital Stock of such Subsidiary covenants and deliver undated stock powers for such certificates, executed in blank (or, if any such shares of capital stock are uncertificated, confirmation and evidence reasonably satisfactory agreements required to the Administrative Agent that the security interest in such uncertificated securities has been transferred to and perfected be performed or observed by the Administrative Agentother parties to each Material Contract; and (iv) maintain all Licenses required to operate the applicable Borrowing Base Property in full force and effect and promptly comply with all conditions thereof, for the benefit of the Lenders, in accordance with Article 8 of the UCC or any other similar law which may be applicable) and (ii) any Subsidiary that directly owns the Capital Stock of a Subsidiary that directly or indirectly owns or leases such Property shall, unless already a party shall cause each Operator to the Subsidiary Guaranty, execute a Joinder to become party to the Subsidiary Guaranty, substantially in the form attached as Exhibit H-2 heretodo so. (ec) Borrower shall promptly, after In the event that all or any Responsible Officer material portion of any Eligible Real Estate included in the calculation of the Borrower obtains knowledge thereofBorrowing Base Availability shall be damaged in any material respect or taken by condemnation, notify Administrative Agent of: then such property shall no longer be included in the calculation of the Borrowing Base Availability unless and until (i) any material structural defects damage to such real estate is repaired or Environmental Occurrence affecting a Borrowing Base Property restored, such real estate becomes fully operational and the Agent shall receive evidence satisfactory to the Agent of the value of such real estate following such repair or restoration (both at such time and prospectively) or (ii) the occurrence of any casualty event affecting a Borrowing Base Property, or (iii) any other event or occurrence which would cause a Borrowing Base Property to cease to satisfy each of the conditions and requirements set forth in clause (a) above. In such event, the affected Borrowing Base Property will immediately, as of the occurrence, cease to qualify as a Borrowing Base Property hereunder, except Agent shall receive evidence satisfactory to the extent provided in Agent (which evidence may include the following sentenceavailability of rental loss/business interruption insurance) that the value of such real estate (both at such time and prospectively) shall not be materially adversely affected by such damage or condemnation. In the event that structural defects, Environmental Occurrence such damage or casualty result condemnation only partially affects such Eligible Real Estate included in the temporary closure (for repair, restoration or remediation) of less than 25% calculation of the rooms Borrowing Base Availability, then the Agent may in good faith reduce the Borrowing Base Availability attributable thereto based on such hotel and provided damage until such time as the Agent receives evidence satisfactory to the Agent that the Borrower value of such real estate (both at such time and prospectively) shall no longer be materially adversely affected by such damage or the applicable Property Owner has given reasonable security to the Administrative Agent to insure that the repair, restoration or remediation thereof will be promptly and diligently resolved in a good and ▇▇▇▇▇▇▇-like manner within no more than sixty (60) days from occurrence, then such Property will not cease to qualify as a Borrowing Base Property for so long as such conditions remain satisfied and provided that such issues are finally repaired or resolved within sixty (60) dayscondemnation. (fd) Borrower may elect, on no less than fifteen (15) days prior written notice (a “Property Release Notice”) Upon any asset ceasing to Administrative Agent, qualify to remove a Borrowing Base Property from be included in the Borrowing Base, whether as a result calculation of an intended Disposition or otherwise, provided that: (i) The Property Release Notice sets forth the Business Day (the “Release Date”) on which Borrower desires that Administrative Agent release the Property from the Borrowing Base Property andAvailability, if applicable, whether Borrower elects to terminate such asset shall no longer be included in the Pledge and Subsidiary Guaranty with respect to calculation of the Borrowing Base Ownership Entities that hold interests Availability unless otherwise approved in writing by the Required Lenders. Within five (5) Business Days of any such Propertydisqualification, the Borrower shall deliver to the extent applicable with respect thereto; (ii) Borrower shall submit to Administrative Agent not less than ten (10) days prior to the Release Date a release of Liens (and related Loan Documents) for the applicable Borrowing Base Ownership Entity (for execution by Administrative Agent) in a form appropriate in the applicable state and otherwise satisfactory to Administrative Agent in its reasonable discretion (collectivelycertificate reflecting such disqualification, “Release Instruments”) for each applicable Borrowing Base Ownership Entity together with an Officer’s Certificate certifying that (A) the Release Instruments are in compliance with all Legal Requirementsidentity of the disqualified asset, (B) the release to be effected will not violate the terms of this Agreement, (C) the release to be effected will not impair or otherwise adversely affect the Liens, security interests and other rights of Administrative Agent and Lenders under the Subsidiary Guaranty and Pledge with respect to Borrowing Base Ownership Entities not being released (or a statement as to the Borrowing Base Properties subject to Loan Documents not being released) and (D) the condition described in paragraph (iii) below is satisfied in connection with such Borrowing Base Property Release (together with calculations and supporting documentation demonstrating the same in reasonable detail); (iii) After giving effect to such Borrowing Base Property Release, the Aggregate Outstanding Balance shall not exceed the Available Commitment calculated on a pro forma basis; (iv) No monetary whether any Default or Event of Default shall have occurred and then be continuing as of the Release Date, unless all outstanding monetary Defaults and Events of Default are cured arises as a result of such disqualification, and a calculation of the Borrowing Base Property Release; (v) After Availability attributable to such asset. Simultaneously with the delivery of the items required pursuant above, the Borrower shall deliver to the Agent an updated Borrowing Base Certificate demonstrating, after giving effect to such Borrowing Base Property Releaseremoval or disqualification, no Event of Default shall occur as a result of the Borrowing Base Property Release. (g) In the event that a Property becomes a Released Borrowing Base Property pursuant to clauses (e) or (f) above, then: (i) Borrower shall deliver to Administrative Agent an updated Compliance Certificate reflecting the fact that such Property is no longer in the Borrowing Base and shall make the mandatory prepayments required under Section 3.2.1(b), if any; (ii) Administrative Agent shall execute such reasonable documents as Borrower shall prepare and request in order to release the applicable Borrowing Base Ownership Entities from the Subsidiary Guaranty and Pledge (but not with respect to any remaining Borrowing Base Property in which such Borrowing Base Ownership Entities may have an interest); and (iii) Borrower shall pay any and all reasonable out-of-pocket costs and expenses incurred in connection compliance with the foregoingconditions and covenants contained in §§7.20, including, without limitation, Administrative Agent’s reasonable attorneys’ fees 9.1 and disbursements9.