Common use of (d) Clause in Contracts

(d). With respect to each Individual Property that is governed by a Franchise Agreement with Marriott or its Affiliates, the related Franchisor has a right of first refusal to approve a transfer of a controlling interest in franchisee and, in connection with any transfer of the hotel or any equity interests in franchisee to a competing brand, such Franchisor has a right of first refusal to purchase the hotel itself or to terminate the related Franchise Agreement. Please note that pursuant to the comfort letter executed by such Franchisor and delivered to Lender in connection with the closing of the Loan, the foregoing rights of first refusal of Franchisor were subordinated to the Loan and will remain subordinate to the Loan so long as the Pledge Agreement remains in effect, the Loan is in compliance with the requirements pertaining to financings in the applicable Franchise Agreement and Lender is a bona fide lender and not a competitor. Mezzanine foreclosures are permitted under the comfort letter executed by such Franchisor and delivered to Lender in connection with the closing of the Loan, provided that if the foreclosing Lender desires to keep the Franchise Agreement in place, it must provide evidence to the Franchisor that such entity is not a competitor and complies with certain OFAC and anti-money laundering tests. · With respect to the Individual Property commonly known as Portsmouth Renaissance Hotel and Waterfront Conference Center and located in Portsmouth, Virginia, the related Franchisor has a right of first refusal to approve a transfer of a controlling interest in franchisee and, in connection with any transfer of the hotel or any equity interests in franchisee to a competing brand, such Franchisor has a right of first refusal to purchase the 00000000.0.XXXXXXXX hotel itself or to terminate the related Franchise Agreement. Please note that pursuant to the comfort letter executed by such Franchisor and delivered to Lender in connection with the closing of the Loan, the foregoing rights of first refusal of Franchisor were subordinated to the Loan and will remain subordinate to the Loan so long as the applicable Mortgage remains validly recorded, the Loan is in compliance with the requirements pertaining to financings in the applicable Franchise Agreement and Lender is a bona fide lender and not a competitor. Mezzanine foreclosures are permitted under the comfort letter executed by such Franchisor and delivered to Lender in connection with the closing of the Loan, provided that if the foreclosing Lender desires to keep the Franchise Agreement in place, it must provide evidence to the Franchisor that such entity is not a competitor and complies with certain OFAC and anti-money laundering tests. · With respect to the Individual Property commonly known as (a) Courtyard Gaithersburg and located in Gaithersburg, Maryland and (b) Courtyard Boston Tremont and located in Boston, Massachusetts, the related Manager has a right of first offer to purchase the hotel in the event that the owner decides to sell or lease such Individual Property. The foregoing right of Manager does not apply to any exercise of Lender’s remedies. · Pursuant to that certain Right of First Offer Agreement between Ashford Hospitality Trust, Inc. (“Ashford Trust”) and Ashford Hospitality Prime, Inc. (“Ashford Prime”), Ashford Trust grants to Ashford Prime a right of first offer in certain assets and Ashford Prime grants to Ashford Trust a right of first offer in certain portfolio assets, which include the Xxxx-Xxxxxxx Atlanta, Courtyard Boston, The Xxxxxxxxx and The Melrose. The rights of first offer do not apply to a transfer of the direct or indirect equity interest in the owner of an asset to a lender and shall not apply to any transfer of an asset of equity interest by foreclosure or deed in lieu of foreclosure pursuant to a mortgage, pledge or security agreement. Furthermore, the rights of first offer are subordinate to any other right to purchase in favor of a third party, including, a franchisor or manager.

(d). With respect to each Individual Property that is governed by a Franchise Agreement with Marriott or its Affiliates, the related Franchisor has a right of first refusal to approve a transfer of a controlling interest in franchisee and, in connection with any transfer of the hotel or any equity interests in franchisee to a competing brand, such Franchisor has a right of first refusal to purchase the hotel itself or to terminate the related Franchise Agreement. Please note that pursuant to the comfort letter executed by such Franchisor and delivered to Lender in connection with the closing of the Loan, the foregoing rights of first refusal of Franchisor were subordinated to the Loan and will remain subordinate to the Loan so long as the Pledge Agreement remains in effect, the Loan is in compliance with the requirements pertaining to financings in the applicable Franchise Agreement and Lender is a bona fide lender and not a competitor. Mezzanine foreclosures are permitted under the comfort letter executed by such Franchisor and delivered to Lender in connection with the closing of the Loan, provided that if the foreclosing Lender desires to keep the Franchise Agreement in place, it must provide evidence to the Franchisor that such entity is not a competitor and complies with certain OFAC and anti-money laundering tests. · With respect to the Individual Property commonly known as Portsmouth Renaissance Hotel and Waterfront Conference Center and located in Portsmouth, Virginia, the related Franchisor has a right of first refusal to approve a transfer of a controlling interest in franchisee and, in connection with any transfer of the hotel or any equity interests in franchisee to a competing brand, such Franchisor has a right of first refusal to purchase the S 4.46-1 00000000.0.XXXXXXXX hotel itself or to terminate the related Franchise Agreement. Please note that pursuant to the comfort letter executed by such Franchisor and delivered to Lender in connection with the closing of the Loan, the foregoing rights of first refusal of Franchisor were subordinated to the Loan and will remain subordinate to the Loan so long as the applicable Mortgage remains validly recorded, the Loan is in compliance with the requirements pertaining to financings in the applicable Franchise Agreement and Lender is a bona fide lender and not a competitor. Mezzanine foreclosures are permitted under the comfort letter executed by such Franchisor and delivered to Lender in connection with the closing of the Loan, provided that if the foreclosing Lender desires to keep the Franchise Agreement in place, it must provide evidence to the Franchisor that such entity is not a competitor and complies with certain OFAC and anti-money laundering tests. · With respect to the Individual Property commonly known as (a) Courtyard Gaithersburg and located in Gaithersburg, Maryland and (b) Courtyard Boston Tremont and located in Boston, Massachusetts, the related Manager has a right of first offer to purchase the hotel in the event that the owner decides to sell or lease such Individual Property. The foregoing right of Manager does not apply to any exercise of Lender’s remedies. · Pursuant to that certain Right of First Offer Agreement between Ashford Hospitality Trust, Inc. (“Ashford Trust”) and Ashford Hospitality Prime, Inc. (“Ashford Prime”), Ashford Trust grants to Ashford Prime a right of first offer in certain assets and Ashford Prime grants to Ashford Trust a right of first offer in certain portfolio assets, which include the Xxxx-Xxxxxxx Atlanta, Courtyard Boston, The Xxxxxxxxx and The Melrose. The rights of first offer do not apply to a transfer of the direct or indirect equity interest in the owner of an asset to a lender and shall not apply to any transfer of an asset of equity interest by foreclosure or deed in lieu of foreclosure pursuant to a mortgage, pledge or security agreement. Furthermore, the rights of first offer are subordinate to any other right to purchase in favor of a third party, including, a franchisor or manager.