Common use of Financial Reports Clause in Contracts

Financial Reports. (a) Borrower will keep and maintain or will cause to be kept and maintained on a Fiscal Year basis, in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender) consistently applied, proper and accurate books, tax returns, records and accounts reflecting (i) all of the financial affairs of Borrower and Guarantor and (ii) all items of income and expense in connection with the operation of the Property or in connection with any services, equipment or furnishings provided in connection with the operation thereof, whether such income or expense may be realized by Borrower or by any other Person whatsoever, excepting lessees unrelated to and unaffiliated with Borrower who have leased from Borrower portions of the Premises for the purpose of occupying the same. Lender shall have the right from time to time at all times during normal business hours upon reasonable notice to examine such books, tax returns, records and accounts at the office of Borrower or other Person maintaining such books, tax returns, records and accounts and to make such copies or extracts thereof as Lender shall desire. After the occurrence of an Event of Default, Borrower shall pay any costs and expenses incurred by Lender to examine Borrower’s and Guarantor’s accounting records with respect to the Property, as Lender shall determine to be necessary or appropriate in the protection of Lender’s interest. (b) Borrower will furnish Lender (i) annually, within one hundred twenty (120) days following the end of each Fiscal Year of Borrower and (ii) on a quarterly basis, within forty-five (45) days following the end of each fiscal quarter of Borrower, with a complete copy of Borrower’s financial statement consistently applied covering (i) all of the financial affairs of Borrower and (ii) the operation of the Property for such Fiscal Year or fiscal quarters, as applicable, and containing a statement of revenues and expenses, a statement of assets and liabilities and a statement of Borrower’s equity. Each annual financial statement shall be accompanied by audited financial statements of Ashford Hospitality Trust Inc. which are audited by a nationally recognized Independent certified public accountant that is acceptable to Lender in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender). Together with the financial statements required to be furnished pursuant to this Section 2.09(b), Borrower shall furnish to Lender (A) an Officer’s Certificate certifying as of the date thereof (1) that the financial statements accurately represent the results of operations and financial condition of Borrower and the Property all in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender) consistently applied, and (2) whether there exists a Default under the Note or any other Loan Document executed and delivered by Borrower, and if such event or circumstance exists, the nature thereof, the period of time it has existed and the action then being taken to remedy such event or circumstance and (B) together with the financial statements delivered pursuant to Section 2.09(b)(ii) above, a statement showing (1) projected Net Operating Income for the subsequent twelve (12) month period adjusted to reflect the Adjusted Net Cash Flow (subject to verification by Lender in its reasonable discretion) and (2) the calculation of the Aggregate Debt Service Coverage. (c) During the continuance of an O&M Operative Period and when requested by Lender, Borrower will furnish Lender monthly, within twenty (20) days following the end of each month, with a true, complete and correct cash flow statement with respect to the Property in the form required to be delivered pursuant to the Management Agreement and made a part hereof or such other form acceptable to Lender, showing (i) all cash receipts of any kind whatsoever and all cash payments and disbursements, (ii) year-to-date summaries of such cash receipts, payments and disbursements, and (iii) during an O&M Operative Period, a calculation of the Aggregate Debt Service Coverage, together with a certification of Manager stating that such cash flow statement is true, complete and correct and a list of all litigation and proceedings affecting Borrower or the Property in which the amount involved is $250,000 or more, if not covered by insurance (or $1,000,000 or more whether or not covered by insurance).

Financial Reports. Mortgagor shall furnish to Mortgagee (a) Borrower will keep within ninety (90) days following the end of each fiscal year of Mortgagor, Mortgagor’s quarterly and maintain or will cause to be kept annual operating statements for the Property as of the end of and maintained on a Fiscal Year basisfor the preceding quarter and fiscal year, as applicable, in accordance each case prepared against the budget for such fiscal year, as may be applicable, (b) contemporaneously with GAAP and The Uniform System the delivery of Accounts (or each of such other accounting basis reasonably acceptable to Lender) consistently applied, proper and accurate books, tax returns, records and accounts reflecting (i) all operating statements of the financial affairs Property, a rent roll certified, signed and dated by Mortgagor detailing the names of Borrower all tenants under the Leases, the portion of the improvements on the Property occupied by each tenant, the rent and any other charges payable under each Lease and the term of each Lease, (c) the annual balance sheet and profit and loss statement of Mortgagor and an annual balance sheet of each Guarantor and (iid) all items the federal and state tax returns of income each Guarantor not later than the date that is ten (10) days following the date that such federal and expense state tax returns are filed. The financial statements and reports described in connection (a) and (c) above shall be in such form and in such detail as Mortgagee may require, shall be prepared on a tax basis (with the operation of the Property respect to Mortgagor only) and shall be certified as true and correct by Mortgagor or in connection with any serviceseach Guarantor, equipment or furnishings provided in connection with the operation thereof, whether such income or expense as may be realized applicable (or if required by Borrower or by any other Person whatsoeverMortgagee, excepting lessees unrelated to and unaffiliated with Borrower who have leased from Borrower portions of the Premises for the purpose of occupying the same. Lender shall have the right from time to time at all times during normal business hours upon reasonable notice to examine such books, tax returns, records and accounts at the office of Borrower or other Person maintaining such books, tax returns, records and accounts and to make such copies or extracts thereof as Lender shall desire. After after the occurrence of an Event of Default, Borrower by an independent certified public accountant acceptable to Mortgagee). Mortgagor shall file and pay any costs its annual tax returns and expenses incurred by Lender to examine Borrower’s and Guarantor’s accounting records with respect to the Property, as Lender taxes in a timely manner. Mortgagor shall determine also furnish or cause to be necessary or appropriate in the protection of Lender’s interest. (b) Borrower will furnish Lender (i) annually, within one hundred twenty (120) days following the end of each Fiscal Year of Borrower and (ii) on a quarterly basis, furnished to Mortgagee within forty-five (45) after Mortgagee’s request, any other financial reports or statements of Mortgagor, including, without limitation, balance sheets, profit and loss statements, tax returns (within fifteen (15) days following after filing with the end of each fiscal quarter of Borrowerapplicable governmental authority), with a complete copy of Borrower’s other financial statement consistently applied covering (i) all statements, and certified rent rolls, required under any of the financial affairs Loan Documents, requested by any regulatory or governmental authority exercising jurisdiction over Mortgagee, certified as true and correct by Mortgagor. Following the occurrence of Borrower and any Event of Default, Mortgagor shall deliver to Mortgagee the items required in (ii) the operation of the Property for such Fiscal Year or fiscal quarters, as applicable, and containing a statement of revenues and expenses, a statement of assets and liabilities and a statement of Borrower’s equity. Each annual financial statement shall be accompanied by audited financial statements of Ashford Hospitality Trust Inc. which are audited by a nationally recognized Independent certified public accountant that is acceptable to Lender in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender). Together with the financial statements required to be furnished pursuant to this Section 2.09(b), Borrower shall furnish to Lender (A) an Officer’s Certificate certifying as of the date thereof (1) that the financial statements accurately represent the results of operations and financial condition of Borrower and the Property all in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender) consistently applied, and (2) whether there exists a Default under the Note or any other Loan Document executed and delivered by Borrower, and if such event or circumstance exists, the nature thereof, the period of time it has existed and the action then being taken to remedy such event or circumstance and (B) together with the financial statements delivered pursuant to Section 2.09(b)(ii) above, a statement showing (1) projected Net Operating Income for the subsequent twelve (12) month period adjusted to reflect the Adjusted Net Cash Flow (subject to verification by Lender in its reasonable discretiona) and (2b) the calculation of the Aggregate Debt Service Coverage. (c) During the continuance of an O&M Operative Period above on a monthly basis. Mortgagor’s financial statements will be prepared by ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ and when requested ▇▇▇▇▇ or ▇▇▇▇▇▇ ▇▇▇▇ or a reasonable comparable firm selected by Lender, Borrower will furnish Lender monthly, within twenty (20) days following the end of each month, with a true, complete and correct cash flow statement with respect to the Property in the form required to be delivered pursuant to the Management Agreement and made a part hereof or such other form acceptable to Lender, showing (i) all cash receipts of any kind whatsoever and all cash payments and disbursements, (ii) year-to-date summaries of such cash receipts, payments and disbursementsMortgagor, and (iii) during an O&M Operative Period, a calculation of the Aggregate Debt Service Coverage, together with a certification of Manager stating that such cash flow statement is true, complete and correct and a list of all litigation and proceedings affecting Borrower or the Property in which the amount involved is $250,000 or more, if not covered reasonably approved by insurance (or $1,000,000 or more whether or not covered by insurance)Mortgagee.

Financial Reports. (a) Borrower will shall keep accurate and maintain or will cause to be kept complete books, records and maintained on a Fiscal Year basis, accounts in accordance with GAAP and The Uniform System of Accounts generally accepted accounting principles ("GAAP") (or such other accounting basis reasonably acceptable to Lender) consistently appliedapplied with respect to the financial affairs of Borrower, proper and accurate booksincluding, tax returnsbut not limited to, records and accounts reflecting (i) all of the financial affairs of Borrower which relate to the Collateral and Guarantor and (ii) all items of income and expense in connection with the operation of the Property sums due or in connection with any services, equipment or furnishings provided in connection with the operation thereof, whether such income or expense which may be realized by Borrower or by any other Person whatsoever, excepting lessees unrelated to and unaffiliated with Borrower who have leased from Borrower portions of the Premises for the purpose of occupying the samebecome due thereunder. Lender shall have the right from time to time at all times during normal business hours upon reasonable notice to examine such books, tax returns, records and accounts at the office of Borrower or other Person maintaining such books, tax returns, records and accounts and to make such copies or extracts thereof as Lender shall desire. After the occurrence of an Event of DefaultBorrower shall, Borrower shall pay any costs from time to time, within five (5) days after request and expenses incurred by at its sole cost and expense, deliver to Lender to examine Borrower’s such information, reports and Guarantor’s accounting records additional financial information with respect to the Property, financial affairs of Borrower as Lender shall determine to be necessary or appropriate in the protection of Lender’s interest. (b) reasonably request. Borrower will furnish Lender (i) annually, within one hundred twenty (120) days following the end of each Fiscal Year of Borrower and (ii) on a quarterly basis, within forty-five (45) days following the end of each fiscal quarter of Borrower, with a complete copy of Borrower’s 's financial statement audited by an Independent certified public accountant that is acceptable to Lender in accordance with GAAP (or such other accounting basis reasonably acceptable to Lender) consistently applied covering (i) all of the financial affairs of Borrower and (ii) the operation of the Property for such Fiscal Year or fiscal quarters, as applicable, and containing a statement of revenues and expenses, a statement of assets and liabilities and a statement of Borrower’s 's equity. Each annual financial statement shall be accompanied by ; provided, however, in lieu of delivering audited financial statements of Ashford Hospitality Trust Inc. Borrower, Borrower may deliver annual financial statements of Borrower consisting of a statement of revenues and expenses, a balance sheet and a statement of Borrower's equity which are certified by Borrower as true, accurate and complete, together with financial statements of the borrower under the Mortgage Loan which are audited by a nationally recognized Independent certified public accountant accountant, provided that is acceptable to Lender such audited financial statements set forth in accordance with GAAP reasonable detail the revenues and The Uniform System expenses of Accounts (or such other accounting basis reasonably acceptable to Lender)Borrower. Together with the Borrower's annual financial statements required to be furnished pursuant to this Section 2.09(b)statements, Borrower shall furnish to Lender (A) an Officer’s 's Certificate certifying as of the date thereof (1i) that the annual financial statements accurately represent the results of operations and financial condition of Borrower and the Property persons covered thereby all in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender) consistently applied, and (2ii) whether there exists an event or circumstance which constitutes, or which upon notice or lapse of time or both would constitute, a Default under the Note or any other Loan Document executed and delivered by Borrower, and if such event or circumstance exists, the nature thereof, the period of time it has existed and the action then being taken to remedy such event or circumstance circumstance. Borrower shall at all times, whether or not the Mortgage Loan is outstanding, deliver or shall cause Owner to deliver to Lender (x) a copy of all financial statements, reports, books, records and accounts required to be delivered to Mortgage Lender pursuant to the terms of the Mortgage Loan Documents within the time frames set forth in the Mortgage Loan Documents for the delivery of such financial statements, reports, books, records and accounts and (By) together with the financial statements delivered pursuant to Section 2.09(b)(iiannually or upon written request from Lender at any time during which Rent under Space Leases exceeds ten percent (10%) aboveof annual Operating Income, a statement showing (1) projected Net Operating Income for the subsequent twelve (12) month period adjusted to reflect the Adjusted Net Cash Flow (subject to verification by Lender in its reasonable discretion) and (2) the calculation of the Aggregate Debt Service Coverage. (c) During the continuance of an O&M Operative Period and when requested by Lender, Borrower will furnish Lender monthly, within twenty (20) days following the end of each month, with a true, complete and correct cash flow statement rent roll for the Premises, dated as of the last month of such Fiscal Year, showing the percentage of gross leasable area of the Property, if any, leased as of the last day of the preceding Fiscal Year, the current annual rent for the Property, the expiration date of each Lease, whether, to Borrower's knowledge, any portion of the Property has been sublet, and if it has, the name of the subtenant, and such rent roll shall be accompanied by an Officer's Certificate dated as of the date of the delivery of such rent roll, certifying that such rent roll is true, correct and complete in all material respects as of its date and stating whether Borrower, within the past year, has issued a notice of default with respect to any Lease which has not been cured and the nature of such default. Borrower shall furnish to Lender, within thirty (30) days after Lender's request therefor, such further detailed information with respect to the Property operation of the Premises and the financial affairs of Borrower as may be reasonably requested by Lender. Borrower acknowledges that notwithstanding anything to the contrary contained herein or in the form required to Note, all extension fees will be delivered pursuant to the Management Agreement and made a part hereof or such other form acceptable to Lender, showing (i) all cash receipts of any kind whatsoever and all cash payments and disbursements, (ii) year-to-date summaries of such cash receipts, payments and disbursements, and (iii) during an O&M Operative Period, a calculation of the Aggregate Debt Service Coverage, together with a certification of Manager stating that such cash flow statement is true, complete and correct and a list of all litigation and proceedings affecting Borrower or the Property in which the amount involved is $250,000 or more, if not covered by insurance (or $1,000,000 or more whether or not covered by insurance)treated as additional interest.

Financial Reports. (a) Borrower will shall keep accurate and maintain or will cause to be kept complete books, records and maintained on a Fiscal Year basis, accounts in accordance with GAAP and The generally accepted accounting principles (“GAAP”), the Uniform System of Accounts Accountants (or such other accounting basis reasonably acceptable to Lender) consistently appliedapplied with respect to the financial affairs of Borrower, proper and accurate booksincluding, tax returnsbut not limited to, records and accounts reflecting (i) all of the financial affairs of Borrower which relate to the Collateral and Guarantor all sums due or which may become due thereunder. Borrower shall, within ten (10) Business Days after request and (ii) all items at its sole cost and expense, deliver to Lender any of income such books and expense in connection with the operation of the Property or in connection with any services, equipment or furnishings provided in connection with the operation thereof, whether such income or expense records as may be realized requested by Borrower or by any other Person whatsoever, excepting lessees unrelated to and unaffiliated with Borrower who have leased from Borrower portions of the Premises for the purpose of occupying the sameLender. Lender shall have the right from time to time at all times during normal business hours upon reasonable notice to examine such books, tax returns, records and accounts at the office of Borrower or other Person maintaining such books, tax returns, records and accounts and to make such copies or extracts thereof as Lender shall desire. After the occurrence of an Event of DefaultBorrower shall, Borrower shall pay any costs from time to time, within thirty (30) days after request and expenses incurred by at its sole cost and expense, deliver to Lender to examine Borrower’s such information, reports and Guarantor’s accounting records additional financial information with respect to the Property, financial affairs of Borrower as Lender shall determine to be necessary or appropriate in the protection of Lender’s interest. (b) reasonably request. Borrower will furnish Lender (i) annually, within one hundred twenty (120) days following the end of each Fiscal Year of Borrower and (ii) on a quarterly basis, within forty-five (45) days following the end of each fiscal quarter of Borrower, with a complete copy of Borrower’s financial statement audited by an Independent certified public accountant that is acceptable to Lender in accordance with GAAP, the Uniform System of Accountants (or such other accounting basis reasonably acceptable to Lender) consistently applied covering (i) all of the financial affairs of Borrower and (ii) the operation of the Property for such Fiscal Year or fiscal quarters, as applicable, and containing a statement of revenues and expenses, a statement of assets and liabilities and a statement of Borrower’s equity. Each Together with Borrower’s annual financial statement shall be accompanied by audited financial statements of Ashford Hospitality Trust Inc. which are audited by a nationally recognized Independent certified public accountant that is acceptable to Lender in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender). Together with the financial statements required to be furnished pursuant to this Section 2.09(b)statements, Borrower shall furnish to Lender (A) an Officer’s Certificate certifying as of the date thereof (1i) that the annual financial statements accurately represent the results of operations and financial condition of Borrower and the Property all in accordance with GAAP and The GAAP, the Uniform System of Accounts Accountants (or such other accounting basis reasonably acceptable to Lender) consistently applied, and (2ii) whether there exists an event or circumstance which constitutes, or which upon notice or lapse of time or both would constitute, a Default under the Note or any other Loan Document executed and delivered by Borrower, and if such event or circumstance exists, the nature thereof, the period of time it has existed and the action then being taken to remedy such event or circumstance circumstance. Borrower shall at all times, whether or not the Mortgage Loan is outstanding, deliver or shall cause Owner to deliver to Lender (x) a copy of all financial statements, reports, books, records and (B) together with the financial statements accounts required to be delivered to Mortgage Lender pursuant to Section 2.09(b)(ii) abovethe terms of the Mortgage Loan Documents within the time frames set forth in the Mortgage Loan Documents for the delivery of such financial statements, reports, books, records and accounts (and, with each monthly statement of revenues and expenses delivered or required to be delivered under the Mortgage Loan Documents, a statement showing (1) projected Net Operating Income for comparison of such revenues and expenses to the subsequent twelve (12) month period adjusted to reflect the Adjusted Net Cash Flow (subject to verification by Lender in its reasonable discretionAnnual Budget) and (2y) the calculation of the Aggregate Debt Service Coverage. (c) During the continuance of an O&M Operative Period and when requested by Lender, Borrower will furnish Lender monthlyannually, within twenty thirty (2030) days following the end of each monthcalendar year, with and within thirty (30) days after Lender’s request therefor, a true, complete and correct cash flow statement rent roll for the Premises, including a list of which tenants are in default under their respective leases, dated as of the end of the preceding month, identifying each tenant, the monthly rent and additional rent, if any, payable by such tenant, the expiration date of such tenant’s Lease, the security deposit, if any, held by Owner under the Lease, the space covered by the Lease, each tenant that has filed a bankruptcy, insolvency, or reorganization proceeding since delivery of the last such rent roll, and the arrearages for such tenant, if any, and such rent roll shall be accompanied by an Officer’s Certificate, dated as of the date of the delivery of such rent roll, certifying that such rent roll is true, correct and complete in all material respects as of its date. Borrower shall furnish to Lender, within thirty (30) days after Lender’s request therefor, such further detailed information with respect to the Property operation of the Premises and the financial affairs of Borrower as may be reasonably requested by Lender. Borrower acknowledges that notwithstanding anything to the contrary contained herein or in the form required to Note, all extension fees and exit fees will be delivered pursuant to the Management Agreement and made a part hereof or such other form acceptable to Lender, showing (i) all cash receipts of any kind whatsoever and all cash payments and disbursements, (ii) year-to-date summaries of such cash receipts, payments and disbursements, and (iii) during an O&M Operative Period, a calculation of the Aggregate Debt Service Coverage, together with a certification of Manager stating that such cash flow statement is true, complete and correct and a list of all litigation and proceedings affecting Borrower or the Property in which the amount involved is $250,000 or more, if not covered by insurance (or $1,000,000 or more whether or not covered by insurance)treated as additional interest.

Financial Reports. (a) Borrower will keep and maintain or will cause to be kept and maintained on a Fiscal Year basis, in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender) consistently applied, proper and accurate books, tax returns, records and accounts reflecting (i) all of the financial affairs of Borrower and Guarantor and (ii) all items of income and expense in connection with the operation of the Property or in connection with any services, equipment or furnishings provided in connection with the operation thereof, whether such income or expense may be realized by Borrower or by any other Person whatsoever, excepting lessees unrelated to and unaffiliated with Borrower who have leased from Borrower portions of the Premises for the purpose of occupying the sameBorrower. Lender shall have the right from time to time at all times during normal business hours upon reasonable notice to examine such books, tax returns, records and accounts at the office of Borrower or other Person maintaining such books, tax returns, records and accounts and prior to the occurrence of an Event of Default, at Lender’s sole cost and expense and after an Event of Default, at Borrower’s sole cost and expense, to make such copies or extracts thereof as Lender shall desire. After the occurrence of an Event of DefaultDefault and during the continuance thereof, Borrower shall pay any reasonable costs and expenses incurred by Lender to examine Borrower’s and Guarantor’s accounting records with respect to the Property, as Lender shall determine to be necessary or appropriate in the protection of Lender’s interest. (b) Borrower will furnish Lender (i) annually, within one hundred twenty (120) days following the end of each Fiscal Year of Borrower and (ii) on a quarterly basis, within forty-five sixty (4560) days following the end of each fiscal quarter of Borrower, with a complete copy of Borrower’s financial statement consistently applied covering (i) all of the financial affairs of Borrower and (ii) the operation of the Property for such Fiscal Year or fiscal quarters, as applicable, and containing a statement of revenues and expenses, a statement of assets and liabilities and a statement of Borrower’s equity. Each annual financial statement shall be accompanied by audited financial statements of Ashford Hospitality Trust Inc. which are audited by a nationally recognized an Independent certified public accountant that is reasonably acceptable to Lender in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender). Together with the financial statements required to be furnished pursuant to this Section 2.09(b), Borrower shall furnish to Lender (A) an Officer’s Certificate certifying as of the date thereof (1) that the financial statements accurately represent the results of operations and financial condition of Borrower and the Property all in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender) consistently applied, and (2) whether there exists a Default under the Note or any other Loan Document executed and delivered by Borrower, and if such event or circumstance exists, the nature thereof, the period of time it has existed and the action then being taken to remedy such event or circumstance and (B) together with the financial statements delivered pursuant to Section 2.09(b)(ii) above, a statement showing (1) projected Pro-Forma Net Operating Income for the subsequent twelve (12) month period adjusted to reflect the Adjusted Net Cash Flow (subject to verification by Lender in its reasonable discretion) and (2) the calculation of the Aggregate Debt Service Coverage. (c) During the continuance of an O&M Operative Period and when When requested by Lender, Borrower will furnish Lender monthly, within twenty (20) days following the end of each month, with a true, complete and correct cash flow statement with respect to the Property in the form required to be delivered pursuant to the Management Agreement attached hereto as Exhibit C and made a part hereof or such other form acceptable to Lenderhereof, showing (i) all cash receipts of any kind whatsoever and all cash payments and disbursements, (ii) year-to-date summaries of such cash receipts, payments and disbursements, and (iii) during an O&M Operative Period, Pro-Forma Net Operating Income for the subsequent twelve (12) month period adjusted to reflect the Adjusted Net Cash Flow (subject to the verification by Lender in its reasonable discretion) and a calculation of the Aggregate Debt Service Coverage, together with a certification of Manager stating that such cash flow statement is true, complete and correct and a list of all litigation and proceedings affecting Borrower or the Property in which the amount involved is $250,000 or more, if not covered by insurance (or $1,000,000 or more whether or not covered by insurance). (d) When requested by Lender, Borrower will furnish Lender monthly, within twenty (20) days following the end of each month, with a certification of Manager stating that all Operating Expenses with respect to the Property which had accrued as of the last day of the month preceding the delivery of the cash flow statement referred to in clause (c) above have been fully paid or otherwise reserved for by Manager (any such certification or any certification furnished by a Manager pursuant to clause (c) above, a “Manager Certification”). (e) Borrower will furnish Lender annually, within twenty (20) days following the end of each year but, provided no Event of Default exists, not more than four (4) times per calendar year, and within twenty (20) days following receipt of such request therefor, with a true, complete and correct rent roll for the Property, including a list of which tenants are in default under their respective Leases, dated as of the date of Lender’s request, identifying each tenant, the monthly rent and additional rent, if any, payable by such tenant, the expiration date of such tenant’s Lease, the security deposit, if any, held by Borrower under the Lease, the space covered by the Lease, each tenant that has filed a bankruptcy, insolvency, or reorganization proceeding since delivery of the last such rent roll, and the arrearages for such tenant, if any, and, if requested by Lender, a summary of the material terms of the Leases, including, without limitation, the dates of occupancy, the dates of expiration, any Rent concessions, work obligations or other inducements granted to the tenants thereunder, and any renewal options, and such rent roll shall be accompanied by an Officer’s Certificate, dated as of the date of the delivery of such rent roll, certifying that such rent roll is true, correct and complete in all material respects as of its date. (f) Borrower shall furnish to Lender, within thirty (30) days after Lender’s request therefor, with such further detailed information with respect to the operation of the Property and the financial affairs of Borrower as may be reasonably requested by Lender.

Financial Reports. (a) Borrower will keep and maintain or will cause to be kept and maintained on a Fiscal Year basis, in accordance with GAAP and The GAAP, the Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender) consistently applied, proper and accurate books, tax returns, records and accounts reflecting (i) all of the financial affairs of Borrower and Borrower, Guarantor and (ii) all items of income and expense in connection with the operation of the Property or in connection with any services, equipment or furnishings provided in connection with the operation thereof, whether such income or expense may be realized by Borrower or by any other Person whatsoever, excepting lessees unrelated to and unaffiliated with Borrower who have leased from Borrower portions of the Premises for the purpose of occupying the same. Lender shall have the right from time to time at all times during normal business hours upon reasonable notice to examine such books, tax returns, records and accounts at the office of Borrower or other Person maintaining such books, tax returns, records and accounts and to make such copies or extracts thereof as Lender shall desire. After the occurrence and during the continuance of an Event of Default, Borrower shall pay any costs and expenses incurred by Lender to examine Borrower’s and ’s, Guarantor’s accounting records with respect to the Property, as Lender shall determine to be necessary or appropriate in the protection of Lender’s interest. (b) Borrower will furnish Lender (i) annually, within one hundred twenty (120) days following the end of each Fiscal Year of Borrower and (ii) on a quarterly basis, within forty-five (45) days following the end of each the first three (3) fiscal quarter quarters of Borrower, with a complete copy of Borrower’s financial statement consistently applied covering (i) all of the financial affairs of Borrower and (ii) the operation of the Property for such Fiscal Year or fiscal quarters, as applicable, and containing a statement of revenues and expenses, a statement of assets and liabilities and a statement of Borrower’s equity. Each annual financial statement shall be accompanied by audited financial statements of Ashford Hospitality Trust Inc. which are audited by a nationally recognized Independent certified public accountant that is reasonably acceptable to Lender in accordance with GAAP and The GAAP, the Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender). Together with the financial statements required to be furnished pursuant to this Section 2.09(b), Borrower shall furnish to Lender (A) an Officer’s Certificate certifying as of the date thereof (1) that the financial statements accurately represent the results of operations and financial condition of Borrower and the Property all in accordance with GAAP and The GAAP, the Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender) consistently applied, and (2) whether there exists a Default under the Note or any other Loan Document executed and delivered by Borrower, and if such event or circumstance exists, the nature thereof, the period of time it has existed and the action then being taken to remedy such event or circumstance and (B) together with the financial statements delivered pursuant to Section 2.09(b)(ii) above, a statement showing (1) projected Net Operating Income for the subsequent twelve (12) month period adjusted to reflect the Adjusted Net Cash Flow (subject to verification by Lender in its reasonable discretion) and (2) the calculation of the Aggregate Debt Service Coveragecircumstance. (c) During the continuance of an O&M Operative Period and when requested by Lender, Borrower will furnish Lender monthly, within twenty (20) days following the end of each month, with a true, complete and correct cash flow statement with respect to the Property in the form required to be delivered pursuant to the Management Agreement attached hereto as Exhibit C and made a part hereof or such other form acceptable to Lenderhereof, showing (i) all cash receipts of any kind whatsoever and all cash payments and disbursements, disbursements and (ii) year-to-date summaries of such cash receipts, payments and disbursements, and (iii) during an O&M Operative Period, a calculation of the Aggregate Debt Service Coverage, together with a certification of Manager stating that such cash flow statement is true, complete and correct and a list of all litigation and proceedings affecting Borrower or the Property in which the amount involved is $250,000 or more, if not covered by insurance (or $1,000,000 or more whether or not covered by insurance). (d) During the continuance of an O&M Operative Period and when requested by Lender, Borrower will furnish Lender monthly, within twenty (20) days following the end of each month, with a certification of Manager stating that all sums released from the Operation and Maintenance Expense Escrow Account to Borrower have been used to pay Operating Expenses or will be used within thirty (30) days of the date released to Borrower to pay Operating Expenses pursuant to Section 5.09 hereof (any such certification or any certification furnished by a Manager pursuant to clause (c) above, a “Manager Certification”). (e) Borrower will furnish Lender annually, within twenty (20) days following the end of each year and within twenty (20) days following receipt of such request therefor, with a true, complete and correct rent roll for the Property, including a list of which tenants are in default under their respective Leases, dated as of the date of Lender’s request, identifying the items set forth in the Rent Roll and each tenant that, to Borrower’s knowledge, has filed a bankruptcy, insolvency, or reorganization proceeding since delivery of the last such rent roll, and the arrearages, if any, for each tenant, if any, and such rent roll shall be accompanied by an Officer’s Certificate, dated as of the date of the delivery of such rent roll, certifying that such rent roll is true, correct and complete in all material respects as of its date. (f) Borrower shall furnish to Lender, within thirty (30) days after Lender’s request therefor, with such further detailed information with respect to the operation of the Property and the financial affairs of Borrower as may be reasonably requested by Lender. (g) Borrower shall cause Manager to furnish to Lender, within one hundred twenty (120) days following the end of each Fiscal Year of Borrower and upon request of Lender, a schedule of tenant security deposits showing any activity in the Security Deposit Account for such month, together with a certification of Manager as to the balance in such Security Deposit Account and that such tenant security deposits are being held in accordance with all Legal Requirements. (h) Borrower will furnish Lender annually, within one hundred twenty (120) days after the end of each Fiscal Year, with a report setting forth (i) the Net Operating Income for such Fiscal Year, (ii) the average occupancy rate of the Property during such Fiscal Year, (iii) the Capital Expenditures incurred at the Property during such Fiscal Year and the aggregate Recurring Replacement Expenditures made in connection therewith, and (iv) the balance contained in each of the Escrow Accounts as of the end of such Fiscal Year (which balance Lender shall provide upon Borrower’s written request therefor). (i) Borrower shall cause Manager to keep and maintain on a Fiscal Year basis, in accordance with GAAP and the Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender) consistently applied, proper and accurate books, records and accounts on an accrual basis reflecting (i) all of the financial results of operation and financial conditions of Manager and (ii) all items of income and expense in connection with the operation of the Property or in connection with any services, equipment or furnishings provided in connection with the operation thereof, whether such income or expense may be realized by Manager or by any other Person whatsoever. Lender shall have the right from time to time at all times during normal business hours upon reasonable notice to examine such books, records and accounts at the office of Manager or other Person maintaining such books, records and accounts and to make such copies or extracts thereof as Lender shall desire. After the occurrence and during the continuance of an Event of Default, Borrower shall pay any costs and expenses incurred by Lender to examine Manager’s accounting records with respect to the Property, as Lender shall determine to be necessary or appropriate in the protection of Lender’s interest. (j) Borrower will furnish Lender monthly, within thirty (30) days following the end of each month, an occupancy summary for the Property setting forth the occupancy rates, average daily room rates, RevPAR Yield Index, RevPAR and room revenues for each month of the current calendar year, as well as year-to-date averages, and such other information as may customarily be reflected thereon or reasonably requested by Lender, together with all STR Reports received by Borrower during the preceding month. (k) Borrower shall and shall cause Guarantor to furnish to Lender annually, within thirty (30) days of filing its respective tax return, a copy of such tax return and within one hundred twenty (120) days after the end of each Fiscal Year or in lieu thereof deliver annual financial statements of Guarantor prepared in accordance with GAAP which are audited by a nationally recognized Independent certified public accountant that is reasonably acceptable to Lender. (l) Borrower shall submit to Lender for Lender’s written approval an Annual Budget not later than fifteen (15) days prior to the commencement of each Fiscal Year, in form reasonably satisfactory to Lender setting forth in reasonable detail budgeted monthly operating income and monthly operating capital and other expenses for the Property. Each Annual Budget shall contain, among other things, management fees, third party service fees, and other expenses as Borrower may reasonably determine. Lender shall have the right to approve such Annual Budget which approval shall not be unreasonably withheld, and in the event that Lender objects to the proposed Annual Budget submitted by Borrower, Lender shall advise Borrower of such objections within fifteen (15) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall, within ten (10) days after receipt of notice of any such objections, revise such Annual Budget and resubmit the same to Lender. Lender shall advise Borrower of any objections to such revised Annual Budget within ten (10) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall revise the same in accordance with the process described herein until Lender approves an Annual Budget, provided, however, that if Lender shall not advise Borrower of its objections to any proposed Annual Budget within the applicable time period set forth in this Section, then such proposed Annual Budget shall be deemed approved by Lender. Until such time that Lender approves a proposed Annual Budget, the most recently Approved Annual Budget shall apply; provided that, such Approved Annual Budget shall be adjusted to reflect actual increases in Basic Carrying Costs and utilities expenses and to delete any non-recurring expenses. In the event that Borrower must incur an Extraordinary Expense of the type described in clause (a) of the definition of Extraordinary Expense, then Borrower shall promptly deliver to Lender a reasonably detailed explanation of such proposed Extraordinary Expense for Lender’s approval, which approval may be granted or denied in Lender’s sole and absolute discretion. (m) In the event that Borrower fails to deliver any of the financial statements, reports or other information required to be delivered to Lender pursuant to this Section 2.09 on or prior to their due dates, if any such failure shall continue for ten (10) days following notice thereof from Lender, Borrower shall pay to Lender on each Payment Date for each month or portion thereof that any such financial statements, reports or other information remains undelivered, an administrative fee in the amount of Two Thousand Five Hundred Dollars ($2,500) in the aggregate for all failures occurring in any applicable month. Borrower agrees that such administrative fee (i) is a fair and reasonable fee necessary to compensate Lender for its additional administrative costs and increased costs relating to Borrower’s failure to deliver the aforementioned statements, reports or other items as and when required hereunder and (ii) is not a penalty.

Financial Reports. (a) Borrower Mortgagor will keep and maintain or will cause to be kept and maintained on a Fiscal Year basis, in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender) consistently applied, proper and accurate books, tax returns, records and accounts reflecting (i) all of the financial affairs of Borrower and Guarantor Mortgagor and (ii) all items of income and expense in connection with the operation of the Property or in connection with any services, equipment or furnishings provided in connection with the operation thereof, whether such income or expense may be realized by Borrower Mortgagor or by any other Person whatsoever, excepting lessees unrelated to and unaffiliated with Borrower Mortgagor who have leased from Borrower Mortgagor portions of the Premises for the purpose of occupying the same. Lender shall have the right from time to time at all times during normal business hours upon reasonable advance notice to examine such books, tax returns, records and accounts at the office of Borrower Mortgagor or other Person maintaining such books, tax returns, records and accounts and to make such copies or extracts thereof as Lender shall desire. After During the occurrence continuance of an Event of Default, Borrower Mortgagor shall pay any costs and expenses incurred by Lender to examine BorrowerMortgagor’s and Guarantor’s accounting records with respect to the Property, as Lender shall determine to be necessary or appropriate in the protection of Lender’s interest. (b) Borrower Mortgagor will furnish Lender (i) annually, within one hundred twenty (120) days following the end of each Fiscal Year of Borrower Mortgagor and (ii) on a quarterly basis, within forty-five thirty (4530) days following the end of each fiscal quarter of BorrowerMortgagor, with a complete copy of BorrowerMortgagor’s financial statement consistently applied covering (iA) all of the financial affairs of Borrower Mortgagor and (iiB) the operation of the Property for such Fiscal Year or fiscal quarters, as applicable, and containing a statement of revenues and expenses, a statement of assets and liabilities and a statement of BorrowerMortgagor’s equity. Each annual financial statement shall be accompanied prepared by audited financial statements of Ashford Hospitality Trust Inc. which are audited by a nationally recognized an Independent certified public accountant that is reasonably acceptable to Lender in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender). Upon request made in connection with a Securitization of the Loan or after the occurrence of an Event of Default, such annual financial statements shall be audited by an Independent certified public accountant that is reasonably acceptable to Lender in accordance with GAAP. Together with the financial statements required to be furnished pursuant to this Section 2.09(b), Borrower Mortgagor shall furnish to Lender (A) an Officer’s Certificate certifying as of the date thereof (1) that the financial statements accurately represent the results of operations and financial condition of Borrower Mortgagor and the Property all in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender) consistently applied, and (2) whether whether, to the best of such officer’s knowledge, there exists a Default under the Note or any other Loan Document executed and delivered by BorrowerMortgagor, and if such event or circumstance exists, the nature thereof, the period of time it has existed and the action then being taken to remedy such event or circumstance and (B) together with the financial statements delivered pursuant to Section 2.09(b)(ii) above, a statement showing (1) projected Pro-Forma Net Operating Income for at the subsequent twelve (12) month period adjusted to reflect end of the Adjusted Net Cash Flow most recent fiscal quarter (subject to verification by Lender in its reasonable discretion) and (2) the calculation of the Aggregate Debt Service Coverage. (c) During the continuance of an O&M Operative Period and when requested by Lender, Borrower Mortgagor will furnish Lender monthly, within twenty (20) days following the end of each month, with (i) a true, complete and correct cash flow statement with respect to the Property in the form required to be delivered pursuant to the Management Agreement attached hereto as Exhibit C and made a part hereof or such other form acceptable to Lenderhereof, showing (iA) all cash receipts of any kind whatsoever and all cash payments and disbursements, (iiB) year-to-date summaries of such cash receipts, payments and disbursements, and (iiiC) during an O&M Operative Period, Pro Forma Net Operating Income (subject to the verification by Lender) and a calculation of the Aggregate Debt Service Coverage, together with (ii) a certification of Manager stating that such cash flow statement is true, complete and correct and a list of all litigation and proceedings affecting Borrower Mortgagor or the Property in which the amount involved is $250,000 or more, if not covered by insurance (or $1,000,000 2,500,000 or more whether or not covered by insurance), (iii) the sales per square foot for each lessee under the Space Leases to the extent such information is required to be delivered by such lessees and (iv) an occupancy report for the Property. (d) Mortgagor will furnish Lender monthly, within twenty (20) days following the end of each month, with a certification of Manager stating that all Operating Expenses with respect to the Property which had accrued as of the last day of the month preceding the delivery of the cash flow statement referred to in clause (c) above have been fully paid or otherwise reserved for by Manager (any such certification or any certification furnished by a Manager pursuant to clause (c) above, a “Manager Certification”). (e) Mortgagor will furnish Lender annually, within twenty (20) days following the end of each year and within twenty (20) days following receipt of such request therefor, with a true, complete and correct rent roll for the Property, including a list of which tenants are in default under their respective Leases, dated as of the date of Lender’s request, identifying each tenant, the monthly rent and additional rent, if any, payable by such tenant, the expiration date of such tenant’s Lease, the security deposit, if any, held by Mortgagor under the Lease, the space covered by the Lease, each tenant that has filed a bankruptcy, insolvency, or reorganization proceeding since delivery of the last such rent roll, the sales per square foot of each tenant, to the extent reported by tenants under the terms of the Leases and the arrearages for such tenant, if any, and such rent roll shall be accompanied by an Officer’s Certificate, dated as of the date of the delivery of such rent roll, certifying that such rent roll is true, correct and complete in all material respects as of its date and a copy of each Space Lease entered into during the prior month. (f) Mortgagor shall furnish to Lender, within thirty (30) days after Lender’s request therefor, with such further detailed information with respect to the operation of the Property and the financial affairs of Mortgagor as may be reasonably requested by Lender. (g) Mortgagor shall cause Manager to furnish to Lender, within twenty (20) days following the end of each month, a schedule of tenant security deposits showing any activity in the Security Deposit Account for such month, together with a certification of Manager as to the balance in such Security Deposit Account and that such tenant security deposits are being held in accordance with all Legal Requirements. (h) Mortgagor will furnish Lender annually, within ninety (90) days after the end of each Fiscal Year, with a report setting forth (i) the Net Operating Income for such Fiscal Year, (ii) the average occupancy rate of the Property during such Fiscal Year, and (iii) the capital repairs, replacements and improvements performed at the Property during such Fiscal Year and the aggregate Recurring Replacement Expenditures made in connection therewith. (i) Mortgagor shall furnish to Lender annually, within thirty (30) days of filing its respective tax return, a copy of such tax return and either a copy of the tax return of Guarantor within such thirty (30) day period or within ninety (90) days after the end of each Fiscal Year, a certificate from an Independent certified public accountant indicating the net worth of the Guarantor. (j) Mortgagor shall submit to Lender for Lender’s written approval an Annual Budget not later than sixty (60) days prior to the commencement of each Fiscal Year or, with respect to the Fiscal Year in which the Closing Date occurs, within sixty (60) days of the Closing Date, in form satisfactory to Lender setting forth in reasonable detail budgeted monthly operating income and monthly operating capital and other expenses for the Property. Each Annual Budget shall contain, among other things, limitations on management fees, third party service fees, and other expenses as Mortgagor may reasonably determine. Lender shall have the right to approve such Annual Budget which approval shall not be unreasonably withheld, and in the event that Lender objects to the proposed Annual Budget submitted by Mortgagor, Lender shall advise Mortgagor of such objections within ten (10) Business Days after receipt thereof (and deliver to Mortgagor a reasonably detailed description of such objections) and Mortgagor shall, within four (4) Business Days after receipt of notice of any such objections, revise such Annual Budget and resubmit the same to Lender. Lender shall advise Mortgagor of any objections to such revised Annual Budget within seven (7) Business Days after receipt thereof (and deliver to Mortgagor a reasonably detailed description of such objections) and Mortgagor shall revise the same in accordance with the process described herein until Lender approves an Annual Budget, provided, however, that if Lender shall not advise Mortgagor of its objections to any proposed Annual Budget within the applicable time period set forth in this Section, then such proposed Annual Budget shall be deemed approved by Lender. Until such time that Lender approves a proposed Annual Budget, the most recently Approved Annual Budget shall apply; provided that, such Approved Annual Budget shall be adjusted to reflect actual increases in Basic Carrying Costs and utilities expenses. In the event that Mortgagor must incur an Extraordinary Expense, then Mortgagor shall promptly deliver to Lender a reasonably detailed explanation of such proposed Extraordinary Expense for Lender’s approval, which approval may be granted or denied in Lender’s reasonable discretion; provided, however, so long as no O&M Operative Period is then in existence, no approval from Lender shall be required if (i) a single Extraordinary Expense is equal to or less than five percent (5%) of the amount set forth in the Approved Annual Budget for expenses related to such Extraordinary Expense, or (ii) if no sum was budgeted for such expense in the Approved Annual Budget, the Extraordinary Expense is less than or equal to five percent (5%) of the Approved Annual Budget, provided that all Extraordinary Expenses in any Fiscal Year do not exceed five percent (5%) of the Approved Annual Budget. The Approved Annual Budget shall be prepared for the Property as well as for all of the Cross-collateralized Properties. (k) In the event that Mortgagor fails to deliver any of the financial statements, reports or other information required to be delivered to Lender pursuant to this Section 2.09 on or prior to their due dates, if any such failure shall continue for fifteen (15) days following notice thereof from Lender, without waiving any default arising out of such failure, Mortgagor shall pay to Lender on each Payment Date for each month or portion thereof that any such financial statement, report or other information remains undelivered, an administrative fee in the amount of Two Thousand Five Hundred Dollars ($2,500) and (ii) if Mortgagor has not delivered any such reports within five (5) Business Days of Lender’s giving an additional notice to Mortgagor requesting the missing financial statement, report or other information, an O&M Operative Period shall be deemed to have commenced. Mortgagor agrees that such administrative fee (i) is a fair and reasonable fee necessary to compensate Lender for its additional administrative costs and increased costs relating to Mortgagor’s failure to deliver the aforementioned statements, reports or other items as and when required hereunder and (ii) is not a penalty.

Financial Reports. (a) Borrower will keep and maintain or will cause to be kept and maintained on a Fiscal Year basis, in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender) consistently applied, proper and accurate books, federal income tax returnsreturns (subject to Section 2.09(i) hereof), records and accounts reflecting (i) all of the financial affairs of Borrower and Guarantor and (ii) all items of income and expense in connection with the operation of the Property Projects or in connection with any services, equipment or furnishings provided in connection with the operation thereof, whether such income or expense may be to the extent realized by Borrower or by any other Person whatsoever, excepting lessees unrelated to and unaffiliated with Borrower who have leased from Borrower portions of the Premises for the purpose of occupying the sameBorrower. Lender shall have the right from time to time at all times during normal business hours upon reasonable not less than three (3) Business Days prior notice to examine such books, federal income tax returnsreturns (subject to Section 2.09(i) hereof), records and accounts at the office of Borrower or other Person maintaining such books, federal income tax returnsreturns (subject to Section 2.09(i) hereof), records and accounts and to make such copies or extracts thereof as Lender shall desire. After the occurrence of an Event of Default, Borrower shall pay any costs and expenses incurred by Lender to examine Borrower’s and Guarantor’s accounting records with respect to the PropertyProjects, as Lender shall determine to be necessary or appropriate in the protection of Lender’s interest. (b) Borrower will furnish Lender (i) annually, within one hundred twenty (120) days following the end of each Fiscal Year of Borrower and Borrower, (ii) on a quarterly basisquarterly, within forty-five (45) days following the end of each fiscal quarter of BorrowerBorrower (other than the fourth quarter financial statements, which shall be delivered contemporaneously with or as a part of the annual financial statements) and (iii) on a monthly basis, within thirty five (35) days following the end of each calendar month, with a complete copy of Borrower’s financial statement consistently applied covering (i) all of the financial affairs of Borrower and (ii) the operation of the Property Projects for such Fiscal Year Year, fiscal quarters or fiscal quarterscalendar months, as applicable, and containing a statement of revenues and expenses, a statement of assets and liabilities and a statement of Borrower’s equity. Each annual financial statement Lender agrees and acknowledges that the form of the monthly statements to be provided hereunder shall be accompanied consistent with those produced by audited Borrower in the ordinary course of its business pursuant to its internal accounting procedures and shall not be required to be in compliance with GAAP. Borrower’s obligation hereunder for the delivery of monthly financial statements commenced with the statements for the month of Ashford Hospitality Trust Inc. which are audited by a nationally recognized Independent certified public accountant that is acceptable to Lender in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender)July 2006. Together with the financial statements required to be furnished pursuant to this Section 2.09(b), Borrower shall furnish to Lender (A) an Officer’s Certificate certifying as of the date thereof (1) that the financial statements accurately represent the results of operations and financial condition of Borrower and the Property Projects all (other than the monthly statements) in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender) consistently applied, and (2) whether there exists a Default or Event of Default under the Note or any other Loan Document executed and delivered by Borrower, and if such event or circumstance exists, the nature thereof, the period of time it has existed and the action then being taken to remedy such event or circumstance and (B) together with the financial statements delivered pursuant to Section 2.09(b)(ii) above, a statement showing (1) projected Net Operating Income for the subsequent twelve (12) month period adjusted to reflect the Adjusted Net Cash Flow (subject to verification by Lender in its reasonable discretion) and (2) the calculation of the Aggregate Debt Service Coverageprevious accounting period. (c) During the continuance of an O&M Operative Period and when requested by Lender, Borrower will furnish Lender annually, within sixty (60) days following the end of each year and/or within fifteen (15) Business Days of request therefor, with a true, complete and correct cash flow statement with respect to the Projects and the 75 Property (and/or, following an Event of Default and during the continuance thereof, monthly, within twenty (20) days following the end of each month, with a true, complete and correct cash flow statement with respect as to the Property 75 Property) in the form required to be delivered pursuant to the Management Agreement attached hereto as Exhibit J and made a part hereof or such other form acceptable to Lenderhereof, together with an Officer’s Certificate with respect thereto, showing (i) all cash receipts of any kind whatsoever and all cash payments and disbursements, (ii) year-to-date summaries of such cash receipts, payments and disbursements, and (iii) during an O&M Operative Period, a calculation of the Aggregate Debt Service Coverage, together with a certification of Manager stating that such cash flow statement is true, complete and correct and a list of all litigation and proceedings affecting Borrower Borrower, Sole Member or the Property Projects in which the amount involved is $250,000 or more, if not covered by insurance (or $1,000,000 or more whether or not covered by insurance).

Financial Reports. (a) Borrower will keep and maintain or will cause to be kept and maintained on a Fiscal Year basis, in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender) consistently applied, proper and accurate books, tax returns, records and accounts reflecting (i) all of the financial affairs of Borrower and Guarantor and (ii) all items of income and expense in connection with the operation of the Property or in connection with any services, equipment or furnishings provided in connection with the operation thereof, whether such income or expense may be realized by Borrower or by any other Person whatsoever, excepting lessees unrelated to and unaffiliated with Borrower who have leased from Borrower portions of the Premises for the purpose of occupying the same. Lender shall have the right from time to time at all times during normal business hours upon reasonable advance notice to examine such books, tax returns, records and accounts at the office of Borrower or other Person maintaining such books, tax returns, records and accounts and to make such copies or extracts thereof as Lender shall desire. After During the occurrence continuance of an Event of Default, Borrower shall pay any costs and expenses incurred by Lender to examine Borrower’s and Guarantor’s accounting records with respect to the Property, as Lender shall determine to be necessary or appropriate in the protection of Lender’s interest. (b) Borrower will furnish Lender (i) annually, within one hundred twenty (120) days following the end of each Fiscal Year of Borrower and (ii) on a quarterly basis, within forty-five thirty (4530) days following the end of each fiscal quarter of Borrower, with a complete copy of Borrower’s financial statement consistently applied covering (iA) all of the financial affairs of Borrower and (iiB) the operation of the Property for such Fiscal Year or fiscal quarters, as applicable, and containing a statement of revenues and expenses, a statement of assets and liabilities and a statement of Borrower’s equity. Each annual financial statement shall be accompanied prepared by audited financial statements of Ashford Hospitality Trust Inc. which are audited by a nationally recognized an Independent certified public accountant that is reasonably acceptable to Lender in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender). Upon request made in connection with a Securitization of the Loan or after the occurrence of an Event of Default, such annual financial statements shall be audited by an Independent certified public accountant that is reasonably acceptable to Lender in accordance with GAAP. Together with the financial statements required to be furnished pursuant to this Section 2.09(b), Borrower shall furnish to Lender (A) an Officer’s Certificate certifying as of the date thereof (1) that the financial statements accurately represent the results of operations and financial condition of Borrower and the Property all in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender) consistently applied, and (2) whether whether, to the best of such officer’s knowledge, there exists a Default under the Note or any other Loan Document executed and delivered by Borrower, and if such event or circumstance exists, the nature thereof, the period of time it has existed and the action then being taken to remedy such event or circumstance and (B) together with the financial statements delivered pursuant to Section 2.09(b)(ii) above, a statement showing (1) projected Pro-Forma Net Operating Income for at the subsequent twelve (12) month period adjusted to reflect end of the Adjusted Net Cash Flow most recent fiscal quarter (subject to verification by Lender in its reasonable discretion) and (2) the calculation of the Aggregate Debt Service Coverage. (c) During the continuance of an O&M Operative Period and when requested by Lender, Borrower will furnish Lender monthly, within twenty (20) days following the end of each month, with (i) a true, complete and correct cash flow statement with respect to the Property in the form required to be delivered pursuant to the Management Agreement attached hereto as Exhibit C and made a part hereof or such other form acceptable to Lenderhereof, showing (iA) all cash receipts of any kind whatsoever and all cash payments and disbursements, (iiB) year-to-date summaries of such cash receipts, payments and disbursements, and (iiiC) during an O&M Operative Period, Pro Forma Net Operating Income (subject to the verification by Lender) and a calculation of the Aggregate Debt Service Coverage, together with (ii) a certification of Manager stating that such cash flow statement is true, complete and correct and a list of all litigation and proceedings affecting Borrower or the Property in which the amount involved is $250,000 or more, if not covered by insurance (or $1,000,000 2,500,000 or more whether or not covered by insurance), (iii) the sales per square foot for each lessee under the Space Leases to the extent such information is required to be delivered by such lessees and (iv) an occupancy report for the Property. (d) Borrower will furnish Lender monthly, within twenty (20) days following the end of each month, with a certification of Manager stating that all Operating Expenses with respect to the Property which had accrued as of the last day of the month preceding the delivery of the cash flow statement referred to in clause (c) above have been fully paid or otherwise reserved for by Manager (any such certification or any certification furnished by a Manager pursuant to clause (c) above, a “Manager Certification”). (e) Borrower will furnish Lender annually, within twenty (20) days following the end of each year and within twenty (20) days following receipt of such request therefor, with a true, complete and correct rent roll for the Property, including a list of which tenants are in default under their respective Leases, dated as of the date of Lender’s request, identifying each tenant, the monthly rent and additional rent, if any, payable by such tenant, the expiration date of such tenant’s Lease, the security deposit, if any, held by Borrower under the Lease, the space covered by the Lease, each tenant that has filed a bankruptcy, insolvency, or reorganization proceeding since delivery of the last such rent roll, the sales per square foot of each tenant, to the extent reported by tenants under the terms of the Leases and the arrearages for such tenant, if any, and such rent roll shall be accompanied by an Officer’s Certificate, dated as of the date of the delivery of such rent roll, certifying that such rent roll is true, correct and complete in all material respects as of its date. (f) Borrower shall furnish to Lender, within thirty (30) days after Lender’s request therefor, with such further detailed information with respect to the operation of the Property and the financial affairs of Borrower as may be reasonably requested by Lender. (g) Borrower shall cause Manager to furnish to Lender, within twenty (20) days following the end of each month, a schedule of tenant security deposits showing any activity in the Security Deposit Account for such month, together with a certification of Manager as to the balance in such Security Deposit Account and that such tenant security deposits are being held in accordance with all Legal Requirements. (h) Borrower will furnish Lender annually, within ninety (90) days after the end of each Fiscal Year, with a report setting forth (i) the Net Operating Income for such Fiscal Year, (ii) the average occupancy rate of the Property during such Fiscal Year, and (iii) the capital repairs, replacements and improvements performed at the Property during such Fiscal Year and the aggregate Recurring Replacement Expenditures made in connection therewith. (i) Borrower shall furnish to Lender annually, within thirty (30) days of filing its respective tax return, a copy of such tax return and either a copy of the tax return of Guarantor within such thirty (30) day period or within ninety (90) days after the end of each Fiscal Year, a certificate from an Independent certified public accountant indicating the net worth of the Guarantor. (j) Borrower shall submit to Lender for Lender’s written approval an Annual Budget not later than sixty (60) days prior to the commencement of each Fiscal Year or, with respect to the Fiscal Year in which the Closing Date occurs, within sixty (60) days of the Closing Date, in form satisfactory to Lender setting forth in reasonable detail budgeted monthly operating income and monthly operating capital and other expenses for the Property. Each Annual Budget shall contain, among other things, limitations on management fees, third party service fees, and other expenses as Borrower may reasonably determine. Lender shall have the right to approve such Annual Budget which approval shall not be unreasonably withheld, and in the event that Lender objects to the proposed Annual Budget submitted by Borrower, Lender shall advise Borrower of such objections within ten (10) Business Days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall, within four (4) Business Days after receipt of notice of any such objections, revise such Annual Budget and resubmit the same to Lender. Lender shall advise Borrower of any objections to such revised Annual Budget within seven (7) Business Days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall revise the same in accordance with the process described herein until Lender approves an Annual Budget, provided, however, that if Lender shall not advise Borrower of its objections to any proposed Annual Budget within the applicable time period set forth in this Section, then such proposed Annual Budget shall be deemed approved by Lender. Until such time that Lender approves a proposed Annual Budget, the most recently Approved Annual Budget shall apply; provided that, such Approved Annual Budget shall be adjusted to reflect actual increases in Basic Carrying Costs and utilities expenses. In the event that Borrower must incur an Extraordinary Expense, then Borrower shall promptly deliver to Lender a reasonably detailed explanation of such proposed Extraordinary Expense for Lender’s approval, which approval may be granted or denied in Lender’s reasonable discretion; provided, however, so long as no O&M Operative Period is then in existence, no approval from Lender shall be required if (i) a single Extraordinary Expense is equal to or less than five percent (5%) of the amount set forth in the Approved Annual Budget for expenses related to such Extraordinary Expense, or (ii) if no sum was budgeted for such expense in the Approved Annual Budget, the Extraordinary Expense is less than or equal to five percent (5%) of the Approved Annual Budget, provided that all Extraordinary Expenses in any Fiscal Year do not exceed five percent (5%) of the Approved Annual Budget. (k) In the event that Borrower fails to deliver any of the financial statements, reports or other information required to be delivered to Lender pursuant to this Section 2.09 on or prior to their due dates, if any such failure shall continue for fifteen (15) days following notice thereof from Lender, without waiving any default arising out of such failure, Borrower shall pay to Lender on each Payment Date for each month or portion thereof that any such financial statement, report or other information remains undelivered, an administrative fee in the amount of Two Thousand Five Hundred Dollars ($2,500) and (ii) if Borrower has not delivered any such reports within five (5) Business Days of Lender’s giving an additional notice to Borrower requesting the missing financial statement, report or other information, an O&M Operative Period shall be deemed to have commenced. Borrower agrees that such administrative fee (i) is a fair and reasonable fee necessary to compensate Lender for its additional administrative costs and increased costs relating to Borrower’s failure to deliver the aforementioned statements, reports or other items as and when required hereunder and (ii) is not a penalty.

Financial Reports. (a) Borrower will keep and maintain or will cause to be kept and maintained on a Fiscal Year basis, in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender) consistently applied, proper and accurate books, tax returns, records and accounts reflecting (i) all of the financial affairs of Borrower and Guarantor and (ii) all items of income and expense in connection with the operation of the Property or in connection with any services, equipment or furnishings provided in connection with the operation thereof, whether such income or expense may be realized by Borrower or by any other Person whatsoever, excepting lessees unrelated to and unaffiliated with Borrower who have leased from Borrower portions of the Premises for the purpose of occupying the same. Lender shall have the right from time to time at all times during normal business hours upon reasonable notice to examine such books, tax returns, records and accounts at the office of Borrower or other Person maintaining such books, tax returns, records and accounts and to make such copies or extracts thereof as Lender shall desire, provided that (i) Borrower shall have a right to have a representative present at all times and (ii) Lender shall do so in a manner so as to avoid disruption to the operation of the Hotel or to Manager’s management thereof. After the occurrence and during the continuation of an Event of Default, Borrower shall pay any reasonable costs and expenses incurred by Lender to examine Borrower’s and Guarantor’s accounting records with respect to the Property, as Lender shall determine to be necessary or appropriate in the protection of Lender’s interest. (b) Borrower will furnish Lender (i) annually, within one hundred twenty (120) days following the end of each Fiscal Year of Borrower and Guarantor and (ii) on a quarterly basis, within forty-five (45) days following the end of each fiscal quarter of Borrower, with a complete copy of Borrower’s financial statement consistently applied covering (i) all of the financial affairs of Borrower and Guarantor, as applicable, and (ii) the operation of the Property for such Fiscal Year or fiscal quarters, as applicable, and containing a statement of revenues and expenses, a statement of assets and liabilities and a statement of Borrower’s equity. Each annual financial statement of Guarantor shall be accompanied by audited financial statements of Ashford Hospitality Trust Inc. which are audited by a nationally recognized an Independent certified public accountant that is reasonably acceptable to Lender in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender). Together with the financial statements required to be furnished pursuant to this Section 2.09(b), Borrower shall furnish to Lender (A) an Officer’s Certificate certifying as of the date thereof (1) that the financial statements accurately represent the results of operations and financial condition of Borrower Borrower, Guarantor, if applicable, and the Property all in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender) consistently applied, provided that Lender acknowledges that Borrower’s quarterly financial statements do not include any footnote disclosures, and (2) whether there exists a Default under the Note or any other Loan Document executed and delivered by Borrower, and if such event or circumstance exists, the nature thereof, the period of time it has existed and the action then being taken to remedy such event or circumstance and (B) together upon request of Lender with the financial statements delivered pursuant to Section 2.09(b)(ii) above, a statement showing (1) projected Net Operating Income for the subsequent twelve (12) month period adjusted to reflect the Adjusted Net Cash Flow Income (subject to verification by Lender in its reasonable discretion) and (2) the calculation of the Aggregate Debt Service Coverage. (c) During the continuance of an O&M Operative Period and when When requested by Lender, Borrower will furnish Lender monthly, within twenty thirty (2030) days following the end of each month, with a true, complete and correct cash flow income and expense statement with respect to the Property in the form required to be delivered pursuant to the Management Agreement attached hereto as Exhibit C and made a part hereof or such other form acceptable to Lendercalculated on an accrual basis, showing (i) all cash receipts of any kind whatsoever income and all cash payments expenses with respect to the Property and disbursements, (ii) year-to-date summaries of such cash receipts, payments and disbursements, and (iii) during an O&M Operative Period, a calculation of the Aggregate Debt Service Coverage, together with a certification of Manager Borrower stating that such cash flow income and expense statement is true, complete and correct in all material respects and a list of all litigation and proceedings affecting Borrower or the Property in which the amount involved is $250,000 500,000 or more, if not covered by insurance (or $1,000,000 or more whether or not covered by insurance). Lender hereby agrees and acknowledges that the form of cash flow statement used by Borrower as of the Closing Date and attached as Exhibit C shall be satisfactory to Lender which Lender agrees and acknowledges may not be in accordance with GAAP.

Financial Reports. (a) Borrower will shall keep accurate and maintain or will cause to be kept complete books, records and maintained on a Fiscal Year basis, accounts in accordance with GAAP and The generally accepted accounting principles (“GAAP”) or the Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender) consistently appliedapplied with respect to the financial affairs of Borrower, proper and accurate booksincluding, tax returnsbut not limited to, records and accounts reflecting (i) all of the financial affairs of Borrower which relate to the Collateral and Guarantor all sums due or which may become due thereunder. Borrower shall, within ten (10) Business Days after request and (ii) all items at its sole cost and expense, deliver to Lender any of income such books and expense in connection with the operation of the Property or in connection with any services, equipment or furnishings provided in connection with the operation thereof, whether such income or expense records as may be realized requested by Borrower or by any other Person whatsoever, excepting lessees unrelated to and unaffiliated with Borrower who have leased from Borrower portions of the Premises for the purpose of occupying the sameLender. Lender shall have the right from time to time at all times during normal business hours upon reasonable notice to examine such books, tax returns, records and accounts at the office of Borrower or other Person maintaining such books, tax returns, records and accounts and to make such copies or extracts thereof as Lender shall desire. After the occurrence of an Event of DefaultBorrower shall, Borrower shall pay any costs from time to time, within thirty (30) days after request and expenses incurred by at its sole cost and expense, deliver to Lender to examine Borrower’s such information, reports and Guarantor’s accounting records additional financial information with respect to the Property, financial affairs of Borrower as Lender shall determine to be necessary or appropriate in the protection of Lender’s interest. (b) reasonably request. Borrower will furnish Lender (i) annually, within one hundred twenty (120) days following the end of each Fiscal Year of Borrower and (ii) on a quarterly basis, within forty-five (45) days following the end of each fiscal quarter of Borrower, with a complete copy of Borrower’s financial statement audited by an Independent certified public accountant that is acceptable to Lender in accordance with GAAP or the Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender) consistently applied covering (i) all of the financial affairs of Borrower and (ii) the operation of the Property for such Fiscal Year or fiscal quarters, as applicable, and containing a statement of revenues and expenses, a statement of assets and liabilities and a statement of Borrower’s equity. Each Together with Borrower’s annual financial statement shall be accompanied by audited financial statements of Ashford Hospitality Trust Inc. which are audited by a nationally recognized Independent certified public accountant that is acceptable to Lender in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender). Together with the financial statements required to be furnished pursuant to this Section 2.09(b)statements, Borrower shall furnish to Lender (A) an Officer’s Certificate certifying as of the date thereof (1i) that the annual financial statements accurately represent the results of operations and financial condition of Borrower and the Property all in accordance with GAAP and The or the Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender) consistently applied, and (2ii) whether there exists an event or circumstance which constitutes, or which upon notice or lapse of time or both would constitute, a Default under the Note or any other Loan Document executed and delivered by Borrower, and if such event or circumstance exists, the nature thereof, the period of time it has existed and the action then being taken to remedy such event or circumstance circumstance. Borrower shall at all times, whether or not the Mortgage Loan is outstanding, deliver or shall cause Owner to deliver to Lender (x) a copy of all financial statements, reports, books, records and (B) together with the financial statements accounts required to be delivered to Mortgage Lender pursuant to Section 2.09(b)(ii) abovethe terms of the Mortgage Loan Documents within the time frames set forth in the Mortgage Loan Documents for the delivery of such financial statements, reports, books, records and accounts (and, with each monthly statement of revenues and expenses delivered or required to be delivered under the Mortgage Loan Documents, a statement showing (1) projected Net Operating Income for comparison of such revenues and expenses to the subsequent twelve (12) month period adjusted to reflect the Adjusted Net Cash Flow (subject to verification by Lender in its reasonable discretionAnnual Budget) and (2y) the calculation of the Aggregate Debt Service Coverage. (c) During the continuance of an O&M Operative Period and when requested by Lender, Borrower will furnish Lender monthlyannually, within twenty thirty (2030) days following the end of each monthcalendar year, with and within thirty (30) days after Lender’s request therefor, a true, complete and correct cash flow statement rent roll for the Premises, including a list of which tenants are in default under their respective leases, dated as of the end of the preceding month, identifying each tenant, the monthly rent and additional rent, if any, payable by such tenant, the expiration date of such tenant’s Lease, the security deposit, if any, held by Owner under the Lease, the space covered by the Lease, each tenant that has filed a bankruptcy, insolvency, or reorganization proceeding since delivery of the last such rent roll, and the arrearages for such tenant, if any, and such rent roll shall be accompanied by an Officer’s Certificate, dated as of the date of the delivery of such rent roll, certifying that such rent roll is true, correct and complete in all material respects as of its date. Borrower shall furnish to Lender, within thirty (30) days after Lender’s request therefor, such further detailed information with respect to the Property operation of the Premises and the financial affairs of Borrower as may be reasonably requested by Lender. Borrower acknowledges that notwithstanding anything to the contrary contained herein or in the form required to Note, all extension fees and exit fees will be delivered pursuant to the Management Agreement and made a part hereof or such other form acceptable to Lender, showing (i) all cash receipts of any kind whatsoever and all cash payments and disbursements, (ii) year-to-date summaries of such cash receipts, payments and disbursements, and (iii) during an O&M Operative Period, a calculation of the Aggregate Debt Service Coverage, together with a certification of Manager stating that such cash flow statement is true, complete and correct and a list of all litigation and proceedings affecting Borrower or the Property in which the amount involved is $250,000 or more, if not covered by insurance (or $1,000,000 or more whether or not covered by insurance)treated as additional interest.

Financial Reports. The Mortgagor shall furnish to Mortgagee within sixty (a60) Borrower will keep days after the close of each June 30 and maintain or will cause to be kept and maintained on a Fiscal Year basisDecember 31, in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender) consistently applied, proper and accurate books, tax returns, records and accounts reflecting (i) all financial statements of the financial affairs of Borrower and Guarantor and (ii) all items of income and expense in connection with the operation operations of the Property or in connection with any services, equipment or furnishings provided in connection with the operation thereof, whether such income or expense may be realized by Borrower or by any other Person whatsoever, excepting lessees unrelated to and unaffiliated with Borrower who have leased from Borrower portions of the Premises for the purpose of occupying the same. Lender shall have the right from time to time at all times during normal business hours upon reasonable notice to examine such books, tax returns, records and accounts at the office of Borrower or other Person maintaining such books, tax returns, records and accounts and to make such copies or extracts thereof as Lender shall desire. After the occurrence of an Event of Default, Borrower shall pay any costs and expenses incurred by Lender to examine Borrower’s and Guarantor’s accounting records with respect to the Property, as Lender shall determine to be necessary or appropriate in the protection of Lender’s interest. (b) Borrower will furnish Lender (i) annually, within one hundred twenty (120) days following the end of each Fiscal Year of Borrower and (ii) on a quarterly basis, within forty-five (45) days following the end of each fiscal quarter of Borrower, with a complete copy of Borrower’s financial statement consistently applied covering (i) all of the financial affairs of Borrower and (ii) the operation of the Mortgaged Property for such Fiscal Year or fiscal quarterssemi-annual period, as applicable, and containing a statement of revenues and expenses, a statement of assets and liabilities and a statement of Borrower’s equity. Each annual financial statement shall subject to any adjustments which may be accompanied by audited financial statements of Ashford Hospitality Trust Inc. which are audited by a nationally recognized Independent certified public accountant that is acceptable to Lender set forth in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender). Together with the financial statements required to be furnished pursuant to this Section 2.09(b), Borrower shall furnish to Lender (A) an Officer’s Certificate certifying as of the date thereof (1) that the financial statements accurately represent the results of operations and financial condition of Borrower and the Property all in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender) consistently applied, and (2) whether there exists a Default under the Note or any other Loan Document executed and delivered by Borrower, and if such event or circumstance exists, the nature thereof, the period of time it has existed and the action then being taken to remedy such event or circumstance and (B) together with the financial statements delivered pursuant to Section 2.09(b)(iithe next succeeding clause, and (ii) abovewithin one hundred and eighty (180) days after the close of each calendar year, a statement showing (1) projected Net Operating Income financial statements of the operations of the Mortgaged Property for such year which shall be accompanied by the subsequent twelve (12) month period adjusted opinion of an independent certified public accountant to the effect that such statements fairly reflect the Adjusted Net Cash Flow (subject to verification by Lender in its reasonable discretion) and (2) the calculation results of the Aggregate Debt Service Coverage. (c) During the continuance of an O&M Operative Period and when requested by Lender, Borrower will furnish Lender monthly, within twenty (20) days following the end of each month, with a true, complete and correct cash flow operations for such period. Each financial statement with respect to the Property in the form required to be delivered pursuant to this Article 24 shall be prepared in accordance with income tax accounting principles. So long as Mortgagor is a public company, it will provide Mortgagee copies of its annual report delivered to its shareholders and the Management Agreement quarterly financial reports filed with the Securities and made Exchange Commission. The Mortgagor shall at all times keep and maintain full and correct records and books of account of the operations of the Mortgaged Property in accordance with sound accounting practices and shall accurately record and preserve for a part hereof period of two years the records of all of its operations in the Mortgaged Property. The Mortgagor, upon request of Mortgagee, shall from time to time furnish or such other form acceptable cause to Lenderbe furnished to Mortgagee, showing within fifteen (i15) all cash receipts days from the date of any kind whatsoever and all cash payments and disbursements, (ii) year-to-date summaries of such cash receipts, payments and disbursements, and (iii) during an O&M Operative Periodthe request, a calculation written statement setting forth the names of all tenants, the terms of their respective tenancies and agreements, the spaces occupied and the rental and any security paid by each tenant. Upon written request by Mortgagee, Mortgagor shall from time to time make available for inspection by Mortgagee or its designee during reasonable business hours the said records and books of account and the leases covering the various portions of the Aggregate Debt Service Coverage, together with a certification of Manager stating that such cash flow statement is true, complete and correct and a list of all litigation and proceedings affecting Borrower or the Property in which the amount involved is $250,000 or more, if not covered by insurance (or $1,000,000 or more whether or not covered by insurance)Mortgaged Property.

Financial Reports. (a) Borrower will keep and maintain or will cause to be kept and maintained on a Fiscal Year basis, in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender) consistently applied, proper and accurate books, tax returns, records and accounts reflecting (i) all of the financial affairs of Borrower and Guarantor and (ii) all items of income and expense in connection with the operation of the Property or in connection with any services, equipment or furnishings provided in connection with the operation thereof, whether such income or expense may be realized by Borrower or by any other Person whatsoever, excepting lessees unrelated to and unaffiliated with Borrower who have leased from Borrower portions of the Premises for the purpose of occupying the same. Lender shall have the right from time to time at all times during normal business hours upon reasonable notice to examine such books, tax returns, records and accounts at the office of Borrower or other Person maintaining such books, tax returns, records and accounts and to make such copies or extracts thereof as Lender shall desire. After the occurrence of an Event of Default, Borrower shall pay any costs and expenses incurred by Lender to examine Borrower’s and Guarantor’s accounting records with respect to the Property, as Lender shall determine to be necessary or appropriate in the protection of Lender’s interest. (b) Borrower will furnish Lender (i) annually, within one hundred twenty (120) days following the end of each Fiscal Year of Borrower and (ii) on a quarterly basis, within forty-five (45) days following the end of each fiscal quarter of Borrower, with a complete copy of Borrower’s financial statement consistently applied covering (i) all of the financial affairs of Borrower and (ii) the operation of the Property for such Fiscal Year or fiscal quarters, as applicable, and containing a statement of revenues and expenses, a statement of assets and liabilities and a statement of Borrower’s equity. Each annual financial statement shall be accompanied by audited financial statements of Ashford Hospitality Trust Inc. which are audited by a nationally recognized Independent certified public accountant that is acceptable to Lender in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender). Together with the financial statements required to be furnished pursuant to this Section 2.09(b), Borrower shall furnish to Lender (A) an Officer’s Certificate certifying as of the date thereof (1) that the financial statements accurately represent the results of operations and financial condition of Borrower and the Property all in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender) consistently applied, and (2) whether there exists a Default under the Note or any other Loan Document executed and delivered by Borrower, and if such event or circumstance exists, the nature thereof, the period of time it has existed and the action then being taken to remedy such event or circumstance and (B) together with the financial statements delivered pursuant to Section 2.09(b)(ii) above, a statement showing (1) projected Net Operating Income for the subsequent twelve (12) month period adjusted to reflect the Adjusted Net Cash Flow (subject to verification by Lender in its reasonable discretion) and (2) the calculation of the Aggregate Debt Service Coverage. (c) During the continuance of an O&M Operative Period and when requested by Lender, Borrower will furnish Lender monthly, within twenty (20) days following the end of each month, with a true, complete and correct cash flow statement with respect to the Property in the form required to be delivered pursuant to the Management Agreement and made a part hereof or such other form acceptable to Lender, showing (i) all cash receipts of any kind whatsoever and all cash payments and disbursements, (ii) year-to-date summaries of such cash receipts, payments and disbursements, and (iii) during an O&M Operative Period, a calculation of the Aggregate Debt Service Coverage, together with a certification of Manager stating that such cash flow statement is true, complete and correct and a list of all litigation and proceedings affecting Borrower or the Property in which the amount involved is $250,000 or more, if not covered by insurance (or $1,000,000 or more whether or not covered by insurance).

Financial Reports. (a) Borrower will keep and maintain or will cause to be kept and maintained on a Fiscal Year basis, in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender) consistently applied, proper and accurate books, federal income tax returnsreturns (subject to Section 2.09(i) hereof), records and accounts reflecting (i) all of the financial affairs of Borrower and Guarantor and (ii) all items of income and expense in connection with the operation of the Property Projects or in connection with any services, equipment or furnishings provided in connection with the operation thereof, whether such income or expense may be to the extent realized by Borrower or by any other Person whatsoever, excepting lessees unrelated to and unaffiliated with Borrower who have leased from Borrower portions of the Premises for the purpose of occupying the sameBorrower. Lender shall have the right from time to time at all times during normal business hours upon reasonable not less than three (3) Business Days prior notice to examine such books, federal income tax returnsreturns (subject to Section 2.09(i) hereof), records and accounts at the office of Borrower or other Person maintaining such books, federal income tax returnsreturns (subject to Section 2.09(i) hereof), records and accounts and to make such copies or extracts thereof as Lender shall desire. After the occurrence of an Event of Default, Borrower shall pay any costs and expenses incurred by Lender to examine Borrower’s and Guarantor’s accounting records with respect to the PropertyProjects, as Lender shall determine to be necessary or appropriate in the protection of Lender’s interest. (b) Borrower will furnish Lender (i) annually, within one hundred twenty (120) days following the end of each Fiscal Year of Borrower and Borrower, (ii) on a quarterly basisquarterly, within forty-five (45) days following the end of each fiscal quarter of BorrowerBorrower (other than the fourth quarter financial statements, which shall be delivered contemporaneously with or as a part of the annual financial statements) and (iii) on a monthly basis, within thirty five (35) days following the end of each calendar month, with a complete copy of Borrower’s financial statement consistently applied covering (i) all of the financial affairs of Borrower and (ii) the operation of the Property Projects for such Fiscal Year Year, fiscal quarters or fiscal quarterscalendar months, as applicable, and containing a statement of revenues and expenses, a statement of assets and liabilities and a statement of Borrower’s equity. Each annual financial statement Lender agrees and acknowledges that the form of the monthly statements to be provided hereunder shall be accompanied consistent with those produced by audited Borrower in the ordinary course of its business pursuant to its internal accounting procedures and shall not be required to be in compliance with GAAP. Borrower’s obligation hereunder for the delivery of monthly financial statements shall commence with the statements for the month of Ashford Hospitality Trust Inc. which are audited by a nationally recognized Independent certified public accountant that is acceptable to Lender in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender)July 2006. Together with the financial statements required to be furnished pursuant to this Section 2.09(b), Borrower shall furnish to Lender (A) an Officer’s Certificate certifying as of the date thereof (1) that the financial statements accurately represent the results of operations and financial condition of Borrower and the Property Projects all (other than the monthly statements) in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender) consistently applied, and (2) whether there exists a Default or Event of Default under the Note or any other Loan Document executed and delivered by Borrower, and if such event or circumstance exists, the nature thereof, the period of time it has existed and the action then being taken to remedy such event or circumstance and (B) together with the financial statements delivered pursuant to Section 2.09(b)(ii) above, a statement showing (1) projected Pro-Forma Net Operating Income for the subsequent twelve (12) month period adjusted to reflect the Adjusted Net Cash Flow (subject to verification by Lender in its reasonable discretion) and (2) the calculation of the Aggregate Debt Service CoverageCoverage Ratio. (c) During the continuance of an O&M Operative Period and when requested by Lender, Borrower will furnish Lender quarterly, within forty-five (45) days following the end of each quarter, with a true, complete and correct cash flow statement with respect to the Projects and the 75 Property (and, following an Event of Default and during the continuance thereof, monthly, within twenty (20) days following the end of each month, with a true, complete and correct cash flow statement with respect as to the Property 75 Property) in the form required to be delivered pursuant to the Management Agreement attached hereto as Exhibit J and made a part hereof or such other form acceptable to Lenderhereof, together with an Officer’s Certificate with respect thereto, showing (i) all cash receipts of any kind whatsoever and all cash payments and disbursements, (ii) year-to-date summaries of such cash receipts, payments and disbursements, and (iii) during an O&M Operative Period, a calculation of the Aggregate Debt Service Coverage, together with a certification of Manager stating that such cash flow statement is true, complete and correct and a list of all litigation and proceedings affecting Borrower Borrower, Sole Member or the Property Projects in which the amount involved is $250,000 or more, if not covered by insurance (or $1,000,000 or more whether or not covered by insurance). (d) Borrower will furnish Lender quarterly, within forty-five (45) days following the end of each quarter, with a certification of Manager stating that all Operating Expenses with respect to the Projects which had accrued as of the last day of the month preceding the delivery of the cash flow statement referred to in clause (c) above have been fully paid or otherwise reserved for by Manager (any such certification or any certification furnished by a Manager pursuant to clause (c) above, a “Manager Certification”). (e) Borrower will furnish Lender (i) annually, within thirty (30) days following the end of each year, (ii) quarterly, within twenty (20) days after Lender’s request therefor, and (iii) within twenty (20) days following the end of each month, with a true, complete and correct rent roll for the Projects, including a list of which tenants are in default under their respective leases, dated as of the date of Lender’s request, identifying each tenant, the monthly rent and additional rent, if any, payable by such tenant, the expiration date of such tenant’s Lease, the security deposit, if any, held by Borrower under the Lease, the space covered by the Lease, each tenant that has filed a bankruptcy, insolvency, or reorganization proceeding since delivery of the last such rent roll, and the arrearages for such tenant, if any, and such rent roll shall be accompanied by an Officer’s Certificate, dated as of the date of the delivery of such rent roll, certifying that such rent roll is true, correct and complete in all material respects as of its date. (f) Borrower shall furnish to Lender, within thirty (30) days after Lender’s request therefor, with such further detailed information with respect to the operation of the Projects and the financial affairs of Borrower as may be reasonably requested by Lender. (g) Borrower shall cause Manager to furnish to Lender, within forty five (45) days following the end of each quarter (other than the fourth quarter, which shall be delivered with the annual financial statements), a schedule of tenant security deposits showing any activity in the Security Deposit Account, if any, for such quarter, together with a certification of Manager as to the balance in such Security Deposit Account, if any, and that such tenant security deposits are being held in accordance with all Legal Requirements. (h) Borrower will furnish Lender annually, within ninety (90) days after the end of each Fiscal Year, with a report setting forth (i) the Net Operating Income for such Fiscal Year, (ii) the average occupancy rate of the Projects during such Fiscal Year, (iii) the capital repairs, replacements and improvements performed at the Projects during such Fiscal Year and the aggregate Recurring Replacement Expenditures made in connection therewith, and (iv) the balance contained in each of the Escrow Accounts as of the end of such Fiscal Year (which balance Lender shall provide upon Borrower’s written request therefor). (i) Unless Borrower is a disregarded entity for tax purposes and not required to file any tax returns, Borrower shall furnish to Lender annually, within thirty (30) days of filing its respective tax return, a copy of such tax return. (j) Borrower shall submit to Lender for Lender’s written approval an Annual Budget, with respect to each Fiscal Year during the term of the Loan, not later than January 31 of such Fiscal Year, in form reasonably satisfactory to Lender setting forth in reasonable detail budgeted monthly operating income and monthly operating capital and other expenses (including, without limitation, expected Capital Expenditures and Reletting Expenditures) for the Projects. Borrower has delivered to Lender a true, correct and complete copy of the Annual Budget for 2006. Each Annual Budget shall contain, among other things, limitations on management fees, third party service fees, and other expenses as Borrower may reasonably determine. Lender shall have the right to approve such Annual Budget which approval shall not be unreasonably withheld, and in the event that Lender objects to the proposed Annual Budget submitted by Borrower, Lender shall advise Borrower of such objections within fifteen (15) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall, within five (5) Business Days after receipt of notice of any such objections, revise such Annual Budget and resubmit the same to Lender. Lender shall advise Borrower of any objections to such revised Annual Budget within ten (10) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall revise the same in accordance with the process described herein until Lender approves an Annual Budget; provided, however, that if Lender shall not advise Borrower of its objections to any proposed Annual Budget within the applicable time period set forth in this Section, then such proposed Annual Budget shall be deemed approved by Lender. Until such time that Lender approves a proposed Annual Budget, the most recently Approved Annual Budget shall apply; provided that, such Approved Annual Budget shall be adjusted to reflect actual increases in Basic Carrying Costs and utilities expenses. In the event that Borrower must incur an Extraordinary Expense, then Borrower shall promptly deliver to Lender a reasonably detailed explanation of such proposed Extraordinary Expense for Lender’s approval, which approval shall not be unreasonably withheld, conditioned or delayed, provided, however, Borrower shall be permitted to incur an Extraordinary Expense reasonably necessary to prevent or address imminent danger to Persons or property without the prior approval of Lender provided that Borrower promptly advises Lender of such Extraordinary Expense and the nature thereof. (k) In the event that Borrower fails to deliver any of the financial statements, reports or other information required to be delivered to Lender pursuant to this Section 2.09 on or prior to their due dates, if any such failure shall continue for ten (10) days following notice thereof from Lender, Borrower shall pay to Lender on each Payment Date for each month or portion thereof that any such financial statement, report or other information remains undelivered, an administrative fee in the amount of Five Hundred Dollars ($500) multiplied by the number of undelivered statements, reports or other items up to a maximum amount of Two Thousand Dollars ($2,000) for any applicable reporting period. Borrower agrees that such administrative fee (i) is a fair and reasonable fee necessary to compensate Lender for its additional administrative costs and increased costs relating to Borrower’s failure to deliver the aforementioned statements, reports or other items as and when required hereunder and (ii) is not a penalty.

Financial Reports. Borrower shall furnish to Lender (ai) Borrower will keep as soon as available and maintain or will cause in any event within one hundred five (105) calendar days after the end of each fiscal year of Borrower, audited annual consolidated financial statements of Borrower, including the notes thereto, consisting of a consolidated balance sheet at the end of such completed fiscal year and the related consolidated statements of income, retained earnings, cash flows and owners’ equity for such completed fiscal year, which financial statements shall be prepared and certified without qualification (other than explanatory paragraphs pertaining to be kept and maintained on a Fiscal Year basisemphasized matters, in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably each case acceptable to Lender) consistently appliedby an independent certified public accounting firm satisfactory to Lender and accompanied by related management letters, proper and accurate booksif available, tax returns, records and accounts reflecting (i) all of the financial affairs of Borrower and Guarantor and (ii) all items of income and expense in connection together with the operation of the Property or in connection with any services, equipment or furnishings provided in connection with the operation thereof, whether such income or expense may be realized by Borrower or by any other Person whatsoever, excepting lessees unrelated to and unaffiliated with Borrower who have leased from Borrower portions of the Premises for the purpose of occupying the same. Lender shall have the right from time to time a management prepared unaudited consolidating balance sheet at all times during normal business hours upon reasonable notice to examine such books, tax returns, records and accounts at the office of Borrower or other Person maintaining such books, tax returns, records and accounts and to make such copies or extracts thereof as Lender shall desire. After the occurrence of an Event of Default, Borrower shall pay any costs and expenses incurred by Lender to examine Borrower’s and Guarantor’s accounting records with respect to the Property, as Lender shall determine to be necessary or appropriate in the protection of Lender’s interest. (b) Borrower will furnish Lender (i) annually, within one hundred twenty (120) days following the end of each Fiscal Year completed fiscal year and the related management prepared unaudited consolidating statements of Borrower income, retained earnings, cash flows and owners’ equity for such completed fiscal year, (ii) on a quarterly basis, as soon as available and in any event within forty-five (45) days following after the end of each fiscal quarter of Borrower, with a complete copy of Borrower’s financial statement consistently applied covering (i) all of the financial affairs of Borrower unaudited consolidated and (ii) the operation of the Property for such Fiscal Year or fiscal quarters, as applicable, and containing a statement of revenues and expenses, a statement of assets and liabilities and a statement of Borrower’s equity. Each annual financial statement shall be accompanied by audited consolidating financial statements of Ashford Hospitality Trust Inc. which are audited by Borrower consisting of a nationally recognized Independent certified public accountant that is acceptable to Lender in accordance with GAAP balance sheet and The Uniform System statements of Accounts (or such other accounting basis reasonably acceptable to Lender). Together with the financial statements required to be furnished pursuant to this Section 2.09(b)income, Borrower shall furnish to Lender (A) an Officer’s Certificate certifying retained earnings, cash flows and owners’ equity as of the date thereof (1) that the financial statements accurately represent the results of operations and financial condition of Borrower and the Property all in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender) consistently applied, and (2) whether there exists a Default under the Note or any other Loan Document executed and delivered by Borrower, and if such event or circumstance exists, the nature thereof, the period of time it has existed and the action then being taken to remedy such event or circumstance and (B) together with the financial statements delivered pursuant to Section 2.09(b)(ii) above, a statement showing (1) projected Net Operating Income for the subsequent twelve (12) month period adjusted to reflect the Adjusted Net Cash Flow (subject to verification by Lender in its reasonable discretion) and (2) the calculation end of the Aggregate Debt Service Coverage. (c) During the continuance of an O&M Operative Period and when requested by Lender, Borrower will furnish Lender monthly, within twenty (20) days following the end of each month, with a true, complete and correct cash flow statement with respect to the Property in the form required to be delivered pursuant to the Management Agreement and made a part hereof or such other form acceptable to Lender, showing (i) all cash receipts of any kind whatsoever and all cash payments and disbursements, (ii) year-to-date summaries of such cash receipts, payments and disbursementsimmediately preceding fiscal quarter, and (iii) during an O&M Operative Periodas soon as available and in any event within thirty (30) calendar days after the end of each calendar month, unaudited consolidated and consolidating financial statements of Borrower consisting of a calculation balance sheet and statements of income, retained earnings, cash flows and owners’ equity as of the Aggregate Debt Service Coverage, end of the immediately preceding calendar month together with a certification of Manager Excess Cash Flow for the immediately preceding Test Period. All such financial statements shall be prepared in accordance with GAAP consistently applied with prior periods. With each such financial statement, Borrower shall also deliver a certificate of its chief financial officer stating that (A) such cash flow statement person has reviewed the relevant terms of the Loan Documents and the condition of Borrower, (B) no Default or Event of Default has occurred or is truecontinuing, complete and correct and a list of all litigation and proceedings affecting Borrower or the Property in which the amount involved is $250,000 or moreor, if not covered any of the foregoing has occurred or is continuing, specifying the nature and status and period of existence thereof and the steps taken or proposed to be taken with respect thereto, (C) Borrower is in compliance with all financial covenants attached as Annex I hereto. Such certificate shall be accompanied by insurance (or $1,000,000 or more whether or not covered by insurance)the calculations necessary to show compliance with the financial covenants in a form satisfactory to Lender.

Financial Reports. (a) Borrower will keep and maintain or will cause to be kept and maintained on a Fiscal Year basis, in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender) consistently applied, proper and accurate books, tax returns, records and accounts reflecting (i) all of the financial affairs of Borrower and Guarantor and (ii) all items of income and expense in connection with the operation of the Property or in connection with any services, equipment or furnishings provided in connection with the operation thereof, whether such income or expense may be realized by Borrower or by any other Person whatsoever, excepting lessees unrelated to and unaffiliated with Borrower who have leased from Borrower portions of the Premises for the purpose of occupying the same. Lender shall have the right from time to time at all times during normal business hours upon reasonable notice to examine such books, tax returns, records and accounts at the office of Borrower or other Person maintaining such books, tax returns, records and accounts and to make such copies or extracts thereof as Lender shall desire, provided, however, so long as no Event of Default shall have occurred and be continuing, Lender shall only have the right to make such examination two (2) times in any twelve (12) month period. After the occurrence of an Event of Default, Borrower shall pay any costs and expenses incurred by Lender to examine Borrower’s and Guarantor’s 's accounting records with respect to the Property, as Lender shall determine to be necessary or appropriate in the protection of Lender’s 's interest. Lender hereby acknowledges and agrees that Borrower will prepare its financial reports on a tax accounting basis. (b) Borrower will furnish Lender (i) annually, within one hundred twenty (120) days following the end of each Fiscal Year of Borrower and (ii) on a quarterly basis, within forty-five (45) days following the end of each fiscal quarter of Borrower, with a complete copy of Borrower’s 's financial statement consistently applied covering (i) all of the financial affairs of Borrower and (ii) the operation of the Property for such Fiscal Year or fiscal quarters, as applicable, and containing a statement of revenues and expenses, a statement of assets and liabilities and a statement of Borrower’s equityliabilities. Each annual financial statement shall be accompanied by audited financial statements of Ashford Hospitality Trust Inc. which are audited by a nationally recognized an Independent certified public accountant that is reasonably acceptable to Lender in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender). Together with the financial statements required to be furnished pursuant to this Section 2.09(b), Borrower shall furnish to Lender (A) an Officer’s 's Certificate certifying as of the ofthe date thereof (1thereof(l) that the financial statements accurately represent the results of operations and financial condition of Borrower and the Property all in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender) consistently applied, and (2) whether there exists a an Event of Default under the Note or any other Loan Document executed and delivered by BorrowerBorrower and, and if such event or circumstance exists, the nature thereof, the period of time it has existed and the action then being taken to remedy such event or circumstance circumstance. Lender hereby acknowledges and (B) together with the financial statements delivered pursuant to Section 2.09(b)(ii) aboveagrees that, a statement showing (1) projected Net Operating Income for the subsequent twelve (12) month period adjusted to reflect the Adjusted Net Cash Flow (subject to verification by Lender in its reasonable discretion) and (2) the calculation as of the Aggregate Debt Service CoverageClosing Date, ▇▇▇▇▇▇▇, P.C. is an acceptable certified public account. (c) During the continuance of an O&M Operative Period and when When requested by Lender, Borrower will furnish Lender monthly, within twenty thirty (2030) days following the end of each month, with a true, complete and correct cash flow statement with respect to the Property in the form required to be delivered pursuant to the Management Agreement attached hereto as Exhibit C and made a part hereof or such other form acceptable to Lenderhereof, showing (i) all cash receipts of any kind whatsoever and all cash payments and disbursements, disbursements and (ii) commencing February 2007, year-to-date summaries of such cash receipts, payments and disbursements, and (iii) during an O&M Operative Period, a calculation of the Aggregate Debt Service Coverage, together with a certification of Manager stating that such cash flow statement is true, complete and correct and a list of all litigation and proceedings affecting Borrower or the Property in which the amount involved is $250,000 or more, if not covered by insurance (or $1,000,000 or more whether or not covered by insurance).

Financial Reports. (a) Borrower will keep and maintain or will cause Operator shall deliver to be kept and maintained on a Fiscal Year basis, in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender) consistently applied, proper and accurate books, tax returns, records and accounts reflecting (i) all of the financial affairs of Borrower and Guarantor and (ii) all items of income and expense in connection with the operation of the Property or in connection with any services, equipment or furnishings provided in connection with the operation thereof, whether such income or expense may be realized by Borrower or by any other Person whatsoever, excepting lessees unrelated to and unaffiliated with Borrower who have leased from Borrower portions of the Premises for the purpose of occupying the same. Lender shall have the right from time to time at all times during normal business hours upon reasonable notice to examine such books, tax returns, records and accounts at the office of Borrower or other Person maintaining such books, tax returns, records and accounts and to make such copies or extracts thereof as Lender shall desire. After the occurrence of an Event of Default, Borrower shall pay any costs and expenses incurred by Lender to examine Borrower’s and Guarantor’s accounting records with respect to the Property, as Lender shall determine to be necessary or appropriate in the protection of Lender’s interest. (b) Borrower will furnish Lender (i) annually, within one hundred twenty (120) days following the end of each Fiscal Year of Borrower and (ii) on a quarterly basis, within forty-five (45) days following the end of each fiscal quarter of Borrower, with a complete copy of Borrower’s financial statement consistently applied covering (i) all of the financial affairs of Borrower and (ii) the operation of the Property for such Fiscal Year or fiscal quarters, as applicable, and containing a statement of revenues and expenses, a statement of assets and liabilities and a statement of Borrower’s equity. Each annual financial statement shall be accompanied by audited financial statements of Ashford Hospitality Trust Inc. which are audited by a nationally recognized Independent certified public accountant that is acceptable to Lender in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender). Together with the financial statements required to be furnished pursuant to this Section 2.09(b), Borrower shall furnish to Lender (A) an Officer’s Certificate certifying as of the date thereof (1) that the financial statements accurately represent the results of operations and financial condition of Borrower and the Property all in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender) consistently applied, and (2) whether there exists a Default under the Note or any other Loan Document executed and delivered by Borrower, and if such event or circumstance exists, the nature thereof, the period of time it has existed and the action then being taken to remedy such event or circumstance and (B) together with the financial statements delivered pursuant to Section 2.09(b)(ii) above, a statement showing (1) projected Net Operating Income for the subsequent twelve (12) month period adjusted to reflect the Adjusted Net Cash Flow (subject to verification by Lender in its reasonable discretion) and (2) the calculation of the Aggregate Debt Service Coverage. (c) During the continuance of an O&M Operative Period and when requested by Lender, Borrower will furnish Lender monthlyOwner, within twenty (20) days following after the end of each monthAccounting Month, unaudited financial statements (“Monthly Statements”) prepared from the books of account maintained by Operator and containing: (i) a balance sheet as of the end of such Accounting Month; (ii) an income statement showing the results of operation of the Hotel for such Accounting Month and for the Cumulative Period in respect of such Accounting Month; (iii) Statement of Gross Revenue and Cash Flow including the source and application of funds statement for such Accounting Month and such Cumulative Period; and (iv) a Cash Flow and Capital Improvements projection for the upcoming ninety (90) day period. The Monthly Statements shall also show: (a) the amount of Base Fee earned and accrued for the fiscal period then ended; and (b) a comparison of the results of operations for the Hotel for the fiscal period then ended with the Annual Plan and with the comparable period in the prior Full Operating Year. The Monthly Statement shall include, either as part of the report or by supplemental schedule, sufficient information from which Owner can determine, for the period in question the reimbursements paid to Operator under Section 6.2. Within ninety (90) days after the end of each Full Operating Year, Operator shall deliver to Owner and Landlord an annual statement for such Operating Year with an opinion thereon after an audit by a trueduly licensed independent certified public accounting firm retained by Owner or Landlord and approved by Operator (“Annual Statement’). Such Annual Statement shall contain (1) a balance sheet as of the end of that Operating Year; (2) an income statement for the Operating Year; and (3) the calculation of Gross Revenue, complete Cash Flow, the Annual Operating Fee for such Operating Year in accordance with Section 7.1 below and correct cash flow statement shall be in accordance with the Uniform System and otherwise with generally accepted accounting principles, except as specifically modified herein. The cost of preparing the Monthly Statements and the Annual Statement for an Operating Year shall be charged as an Operating Expense of the Hotel for such Operating Year. If the opinion of such independent certified public accounting firm with respect to the Property matters set forth in such Annual Statement for an Operating Year shall be an unqualified opinion, then such Annual Statement shall be conclusive upon the form required parties hereto with respect to such matters and shall be deemed to be delivered pursuant to a final determination of Gross Revenue, Cash Flow and the Management Agreement and made a part hereof Annual Operating Fee for such Operating Year, absent fraud, gross or such other form acceptable to Lendermanifest error, showing (i) all cash receipts or breach of any kind whatsoever and all cash payments and disbursementsthis Agreement. Upon Owner’s or Landlord’s request, (ii) year-to-date summaries of such cash receipts, payments and disbursements, and (iii) during an O&M Operative Period, a calculation Operator shall also furnish Owner or Landlord with copies of the Aggregate Debt Service Coverageapplicable Revenue Date Publication, together with a certification of Manager stating that such cash flow statement is true, complete guest satisfaction surveys and correct and a list of all litigation and proceedings affecting Borrower or the Property in which the amount involved is $250,000 or more, if not covered by insurance (or $1,000,000 or more whether or not covered by insurance)any other Customarily Applicable reports.

Financial Reports. (a) Borrower will keep and maintain or will cause to be kept and maintained on a Fiscal Year basis, in accordance with GAAP and The GAAP, the Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender) consistently applied, proper and accurate books, tax returns, records and accounts reflecting (i) all of the financial affairs of Borrower and Borrower, Guarantor and (ii) all items of income and expense in connection with the operation of the Property or in connection with any services, equipment or furnishings provided in connection with the operation thereof, whether such income or expense may be realized by Borrower or by any other Person whatsoever, excepting lessees unrelated to and unaffiliated with Borrower who have leased from Borrower portions of the Premises for the purpose of occupying the same. Lender shall have the right from time to time at all times during normal business hours upon reasonable notice to examine such books, tax returns, records and accounts at the office of Borrower or other Person maintaining such books, tax returns, records and accounts and to make such copies or extracts thereof as Lender shall desire. After the occurrence of an Event of Default, Borrower shall pay any costs and expenses incurred by Lender to examine Borrower’s and ’s, Guarantor’s accounting records with respect to the Property, as Lender shall determine to be necessary or appropriate in the protection of Lender’s interest. (b) Borrower will furnish Lender (i) annually, within one hundred twenty (120) days following the end of each Fiscal Year of Borrower and (ii) on a quarterly basis, within forty-five (45) days following the end of each fiscal quarter of Borrower, with a complete copy of Borrower’s financial statement consistently applied covering (i) all of the financial affairs of Borrower and (ii) the operation of the Property for such Fiscal Year or fiscal quarters, as applicable, and containing a statement of revenues and expenses, a statement of assets and liabilities and a statement of Borrower’s equity. Each annual financial statement shall be accompanied by audited financial statements of Ashford Hospitality Trust Inc. which are audited by a nationally recognized Independent certified public accountant that is acceptable to Lender in accordance with GAAP and The GAAP, the Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender). Together with the financial statements required to be furnished pursuant to this Section 2.09(b), Borrower shall furnish to Lender (A) an Officer’s Certificate certifying as of the date thereof (1) that the financial statements accurately represent the results of operations and financial condition of Borrower and the Property all in accordance with GAAP and The GAAP, the Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender) consistently applied, and (2) whether there exists a Default under the Note or any other Loan Document executed and delivered by Borrower, and if such event or circumstance exists, the nature thereof, the period of time it has existed and the action then being taken to remedy such event or circumstance and (B) together with the financial statements delivered pursuant to Section 2.09(b)(ii) above, a statement showing (1) projected Net Operating Income for the subsequent twelve (12) month period adjusted to reflect the Adjusted Net Cash Flow (subject to verification by Lender in its reasonable discretion) and (2) the calculation of the Aggregate Debt Service Coveragecircumstance. (c) During the continuance of an O&M Operative Period and when requested by Lender, Borrower will furnish Lender monthly, within twenty (20) days following the end of each month, with a true, complete and correct cash flow statement with respect to the Property in the form required to be delivered pursuant to the Management Agreement attached hereto as Exhibit C and made a part hereof or such other form acceptable to Lenderhereof, showing (i) all cash receipts of any kind whatsoever and all cash payments and disbursements, disbursements and (ii) year-to-date summaries of such cash receipts, payments and disbursements, and (iii) during an O&M Operative Period, a calculation of the Aggregate Debt Service Coverage, together with a certification of Manager stating that such cash flow statement is true, complete and correct and a list of all litigation and proceedings affecting Borrower or the Property in which the amount involved is $250,000 or more, if not covered by insurance (or $1,000,000 or more whether or not covered by insurance). (d) During the continuance of an O&M Operative Period and when requested by Lender, Borrower will furnish Lender monthly, within twenty (20) days following the end of each month, with a certification of Manager stating that all sums released from the Operation and Maintenance Expense Escrow Account to Borrower have been used to pay Operating Expenses or will be used within thirty (30) days of the date released to Borrower to pay Operating Expenses pursuant to Section 5.09 hereof (any such certification or any certification furnished by a Manager pursuant to clause (c) above, a “Manager Certification”). (e) Borrower will furnish Lender annually, within twenty (20) days following the end of each year and within twenty (20) days following receipt of such request therefor, with a true, complete and correct rent roll for the Property, including a list of which tenants are in default under their respective Leases, dated as of the date of Lender’s request, identifying the items set forth in the Rent Roll and each tenant that, to Borrower’s knowledge, has filed a bankruptcy, insolvency, or reorganization proceeding since delivery of the last such rent roll, and the arrearages, if any, for each tenant, if any, and such rent roll shall be accompanied by an Officer’s Certificate, dated as of the date of the delivery of such rent roll, certifying that such rent roll is true, correct and complete in all material respects as of its date. (f) Borrower shall furnish to Lender, within thirty (30) days after Lender’s request therefor, with such further detailed information with respect to the operation of the Property and the financial affairs of Borrower as may be reasonably requested by Lender. (g) Borrower shall cause Manager to furnish to Lender, within one hundred twenty (120) days following the end of each Fiscal Year of Borrower and upon request of Lender, a schedule of tenant security deposits showing any activity in the Security Deposit Account for such month, together with a certification of Manager as to the balance in such Security Deposit Account and that such tenant security deposits are being held in accordance with all Legal Requirements. (h) Borrower will furnish Lender annually, within ninety (90) days after the end of each Fiscal Year, with a report setting forth (i) the Net Operating Income for such Fiscal Year, (ii) the average occupancy rate of the Property during such Fiscal Year, (iii) the Capital Expenditures incurred at the Property during such Fiscal Year and the aggregate Recurring Replacement Expenditures made in connection therewith, and (iv) the balance contained in each of the Escrow Accounts as of the end of such Fiscal Year (which balance Lender shall provide upon Borrower’s written request therefor). (i) Borrower shall cause Manager to keep and maintain on a Fiscal Year basis, in accordance with GAAP and the Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender) consistently applied, proper and accurate books, records and accounts on an accrual basis reflecting (i) all of the financial results of operation and financial conditions of Manager and (ii) all items of income and expense in connection with the operation of the Property or in connection with any services, equipment or furnishings provided in connection with the operation thereof, whether such income or expense may be realized by Manager or by any other Person whatsoever. Lender shall have the right from time to time at all times during normal business hours upon reasonable notice to examine such books, records and accounts at the office of Manager or other Person maintaining such books, records and accounts and to make such copies or extracts thereof as Lender shall desire. After the occurrence of an Event of Default, Borrower shall pay any costs and expenses incurred by Lender to examine Manager’s accounting records with respect to the Property, as Lender shall determine to be necessary or appropriate in the protection of Lender’s interest. (j) Borrower will furnish Lender monthly, within thirty (30) days following the end of each month, an occupancy summary for the Property setting forth the occupancy rates, average daily room rates, RevPAR Yield Index, RevPAR and room revenues for each month of the current calendar year, as well as year-to-date averages, and such other information as may customarily be reflected thereon or reasonably requested by Lender, together with all STR Reports received by Borrower during the preceding month. (k) Borrower shall and shall cause Guarantor to furnish to Lender annually, within thirty (30) days of filing its respective tax return, a copy of such tax return and within ninety (90) days after the end of each Fiscal Year or in lieu thereof deliver annual financial statements of Guarantor prepared in accordance with GAAP which are audited by a nationally recognized Independent certified public accountant that is reasonably acceptable to Lender. (l) Borrower shall submit to Lender for Lender’s written approval an Annual Budget not later than fifteen (15) days prior to the commencement of each Fiscal Year, in form reasonably satisfactory to Lender setting forth in reasonable detail budgeted monthly operating income and monthly operating capital and other expenses for the Property. Each Annual Budget shall contain, among other things, management fees, third party service fees, and other expenses as Borrower may reasonably determine. Lender shall have the right to approve such Annual Budget which approval shall not be unreasonably withheld, and in the event that Lender objects to the proposed Annual Budget submitted by Borrower, Lender shall advise Borrower of such objections within fifteen (15) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall, within ten (10) days after receipt of notice of any such objections, revise such Annual Budget and resubmit the same to Lender. Lender shall advise Borrower of any objections to such revised Annual Budget within ten (10) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall revise the same in accordance with the process described herein until Lender approves an Annual Budget, provided, however, that if Lender shall not advise Borrower of its objections to any proposed Annual Budget within the applicable time period set forth in this Section, then such proposed Annual Budget shall be deemed approved by Lender. Until such time that Lender approves a proposed Annual Budget, the most recently Approved Annual Budget shall apply; provided that, such Approved Annual Budget shall be adjusted to reflect actual increases in Basic Carrying Costs and utilities expenses and to delete any non-recurring expenses. In the event that Borrower must incur an Extraordinary Expense, then Borrower shall promptly deliver to Lender a reasonably detailed explanation of such proposed Extraordinary Expense for Lender’s approval, which approval may be granted or denied in Lender’s sole and absolute discretion. (m) In the event that Borrower fails to deliver any of the financial statements, reports or other information required to be delivered to Lender pursuant to this Section 2.09 on or prior to their due dates, if any such failure shall continue for ten (10) days following notice thereof from Lender, Borrower shall pay to Lender on each Payment Date for each month or portion thereof that any such financial statements, reports or other information remains undelivered, an administrative fee in the amount of Two Thousand Five Hundred Dollars ($2,500) in the aggregate for all failures occurring in any applicable month. Borrower agrees that such administrative fee (i) is a fair and reasonable fee necessary to compensate Lender for its additional administrative costs and increased costs relating to Borrower’s failure to deliver the aforementioned statements, reports or other items as and when required hereunder and (ii) is not a penalty.

Financial Reports. (a) Borrower Grantor will keep and maintain or will cause to be kept and maintained on a Fiscal Year basis, in accordance with GAAP and The or the Uniform System of Accounts (or such other accounting basis reasonably acceptable to LenderBeneficiary) consistently applied, proper and accurate books, tax returns, records and accounts reflecting (i) all of the financial affairs of Borrower and Guarantor Grantor and (ii) all items of income and expense in connection with the operation of the Trust Property or in connection with any services, equipment or furnishings provided in connection with the operation thereof, whether such income or expense may be realized by Borrower Grantor or by any other Person whatsoever, excepting lessees unrelated to and unaffiliated with Borrower Grantor who have leased from Borrower Grantor portions of the Premises for the purpose of occupying the same. Lender Beneficiary shall have the right from time to time at all times during normal business hours upon reasonable notice to examine such books, tax returns, records and accounts at the office of Borrower Grantor or other Person maintaining such books, tax returns, records and accounts and to make such copies or extracts thereof as Lender Beneficiary shall desire. After the occurrence of an Event of Default, Borrower Grantor shall pay any costs and expenses incurred by Lender Beneficiary to examine Borrower’s and Guarantor’s Grantor's accounting records with respect to the Trust Property, as Lender Beneficiary shall determine to be necessary or appropriate in the protection of Lender’s Beneficiary's interest. (b) Borrower Grantor will furnish Lender (i) Beneficiary annually, within one hundred twenty as soon as performed but in no event later than ninety (12090) days following the end of each Fiscal Year of Borrower and (ii) on a quarterly basis, within forty-five (45) days following the end of each fiscal quarter of BorrowerGrantor, with a complete copy of Borrower’s the consolidated financial statement statements of Grantor and Host Funding, Inc. ("HOST") audited by an Independent certified public accountant that is acceptable to Beneficiary in accordance with GAAP or the Uniform System of Accounts (or such other accounting basis reasonably acceptable to Beneficiary) consistently applied covering covering, with respect to the Grantor and the Trust Property, (i) all of the financial affairs of Borrower Grantor and (ii) the operation of the Trust Property for such Fiscal Year or fiscal quarters, as applicable, and containing a statement of revenues and expenses, a statement of assets and liabilities and a statement of Borrower’s Grantor's equity. Each annual Notwithstanding the foregoing, for any Fiscal Year in which an Event of Default has occurred or is continuing, Grantor shall furnish to Beneficiary, as soon as performed, but in no event later than ninety (90) days following the end of such Fiscal Year, a complete copy of a financial statement shall be accompanied by of Grantor audited as provided above with respect to Grantor's and Host's financial statements statement covering (i) the financial affairs of Ashford Hospitality Grantor and (ii) the operation of the Trust Inc. which are audited by a nationally recognized Independent certified public accountant that is acceptable to Lender in accordance with GAAP and The Uniform System of Accounts (or Property for such other accounting basis reasonably acceptable to Lender)Fiscal Year containing the information described above. Together with the Host's or Grantor's annual financial statements required to be furnished pursuant to this Section 2.09(b)statements, Borrower Grantor shall furnish to Lender (A) Beneficiary an Officer’s 's Certificate certifying as of the date thereof (1i) that the annual financial statements accurately represent the results of operations operation and financial condition of Borrower Grantor and the Trust Property all in accordance with GAAP and The or the Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender) consistently applied, and (2ii) whether there exists an event or circumstance which constitutes, or which upon notice or lapse of time or both would constitute, a Default under the Note or any other Loan Document executed and delivered by BorrowerGrantor, and if such event or circumstance exists, the nature thereof, the period of time it has existed and the action then being taken to remedy such event or circumstance and (B) together with the financial statements delivered pursuant to Section 2.09(b)(ii) above, a statement showing (1) projected Net Operating Income for the subsequent twelve (12) month period adjusted to reflect the Adjusted Net Cash Flow (subject to verification by Lender in its reasonable discretion) and (2) the calculation of the Aggregate Debt Service Coveragecircumstance. (c) During the continuance of an O&M Operative Period and when requested by Lender, Borrower Grantor will furnish Lender Beneficiary monthly, within twenty (20) days Business Days following the end of each month, with a true, complete and correct cash flow statement with respect to the Trust Property in the form required to be delivered pursuant to the Management Agreement attached hereto as EXHIBIT C and made a part hereof or such other form acceptable to Lenderhereof, showing (i) all cash receipts of any kind whatsoever and all cash payments and disbursements, and (ii) year-to-date summaries of such cash receipts, payments and disbursements, and (iii) during an O&M Operative Period, a calculation of the Aggregate Debt Service Coverage, disbursements together with a certification of Manager the Operator stating that such cash flow statement is true, complete and correct. (d) Grantor will furnish Beneficiary monthly, within twenty (20) days following the end of each month, with a certification of the Operator stating that all Operating Expenses with respect to the Trust Property which had accrued as of the last day of the month preceding the delivery of the cash flow statement referred to in clause (c) above have been fully paid or otherwise reserved or provided for by the Operator (any such certification or any certification furnished by a Operator pursuant to clause (c) above, a "OPERATOR CERTIFICATION"). (e) Grantor will furnish Beneficiary annually, upon request by Beneficiary therefor, within thirty (30) days following receipt of such request, with a true, complete and correct and rent roll for the Trust Property, including a list of all litigation which tenants are in default under their respective leases, dated as of the date of Beneficiary's request, identifying each tenant, the monthly rent and proceedings affecting Borrower or the Property in which the amount involved is $250,000 or moreadditional rent, if not any, payable by such tenant, the expiration date of such tenant's Lease, the security deposit, if any, held by Grantor under the Lease, the space covered by insurance the Lease, and the arrearages for such tenant, if any, and such rent roll shall be accompanied by an Officer's Certificate, dated as of the date of the delivery of such rent roll, certifying that such rent roll is true, correct and complete in all material respects as of its date. (or $1,000,000 or more whether or not covered f) Grantor shall furnish to Beneficiary, within thirty (30) days after Beneficiary's request therefor, with such further detailed information with respect to the operation of the Trust Property and the financial affairs of Grantor as may be reasonably requested by insurance)Beneficiary.

Financial Reports. (a) Borrower Mortgagor will keep and maintain or will cause to be kept and maintained on a Fiscal Year fiscal year basis, in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to LenderMortgagee) consistently applied, proper and accurate books, tax returns, records and accounts reflecting (i) all of the financial affairs of Borrower and Guarantor Mortgagor and (ii) all items of income and expense in connection with the operation of the Mortgaged Property or in connection with any services, equipment or furnishings provided in connection with the operation thereof, whether such income or expense may be realized by Borrower Mortgagor or by any other Person whatsoever, excepting lessees unrelated to and unaffiliated with Borrower M▇▇▇▇▇▇▇▇ who have leased from Borrower Mortgagor portions of the Premises for the purpose of occupying the same. Lender Mortgagee shall have the right from time to time at all times during normal business hours upon reasonable notice to examine such books, tax returns, records and accounts at the office of Borrower Mortgagor or other Person person maintaining such books, tax returns, records and accounts and to make such copies or extracts thereof as Lender Mortgagee shall desire. After the occurrence of an Event of Default, Borrower M▇▇▇▇▇▇▇▇ shall pay any costs and expenses incurred by Lender Mortgagee to examine Borrower’s and Guarantor’s M▇▇▇▇▇▇▇▇'s accounting records with respect to the Mortgaged Property, as Lender Mortgagee shall determine to be necessary or appropriate in the protection of Lender’s Mortgagee's interest. (ba) Borrower Mortgagor will furnish Lender (i) Mortgagee annually, within one hundred twenty as soon as performed but in no event later than ninety (12090) days following the end of each Fiscal Year of Borrower and (ii) on a quarterly basis, within forty-five (45) days following the end of each fiscal quarter of BorrowerMortgagor, with a complete copy of Borrower’s the consolidated financial statement of Motels of America ("MOA") audited by an Independent certified public accountant that is acceptable to Mortgagee in accordance with GAAP (or such other accounting basis reasonably acceptable to Mortgagee) consistently applied covering covering, with respect to the Mortgagor and the Mortgaged Property, (i) all of the financial affairs of Borrower Mortgagor and (ii) the operation of the Mortgaged Property for such Fiscal Year or fiscal quarters, as applicable, and containing a statement of revenues and expenses, a statement of assets and liabilities and a statement of Borrower’s M▇▇▇▇▇▇▇▇'s equity. Each annual Notwithstanding the foregoing, for any Fiscal Year in which an Event of Default has occurred or is continuing, Mortgagor shall furnish to Mortgagee, as soon as performed, but in no event later than ninety (90) days following the end of such Fiscal Year, a complete copy of a financial statement shall be accompanied by of Mortgagor audited as provided above with respect to MOA's financial statements statement covering (i) the financial affairs of Ashford Hospitality Trust Inc. which are audited by a nationally recognized Independent certified public accountant that is acceptable to Lender in accordance with GAAP M▇▇▇▇▇▇▇▇ and The Uniform System (ii) the operation of Accounts (or the Mortgaged Property for such other accounting basis reasonably acceptable to Lender)Fiscal Year containing the information described above. Together with the MOA's or M▇▇▇▇▇▇▇▇'s annual financial statements required to be furnished pursuant to this Section 2.09(b)statements, Borrower M▇▇▇▇▇▇▇▇ shall furnish to Lender (A) Mortgagee an Officer’s 's Certificate certifying as of the date thereof (1i) that the annual financial statements accurately represent the results of operations operation and financial condition of Borrower Mortgagor and the Mortgaged Property all in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender) consistently applied, and (2ii) whether there exists an event or circumstance which constitutes, or which upon notice or lapse of time or both would constitute, a Default under the Note or any other Loan Document executed and delivered by BorrowerM▇▇▇▇▇▇▇▇, and if such event or circumstance exists, the nature thereof, the period of time it has existed and the action then being taken to remedy such event or circumstance and (B) together with the financial statements delivered pursuant to Section 2.09(b)(ii) above, a statement showing (1) projected Net Operating Income for the subsequent twelve (12) month period adjusted to reflect the Adjusted Net Cash Flow (subject to verification by Lender in its reasonable discretion) and (2) the calculation of the Aggregate Debt Service Coveragecircumstance. (cb) During the continuance of an O&M Operative Period and when requested by Lender, Borrower Mortgagor will furnish Lender Mortgagee monthly, within twenty thirty (2030) days Business Days following the end of each month, with a true, complete and correct cash flow statement with respect to the Mortgaged Property in the form required to be delivered pursuant to the Management Agreement attached hereto as Exhibit C and made a part hereof or such other form acceptable to Lenderhereof, showing (i) all cash receipts of any kind whatsoever and all cash payments and disbursements, and (ii) year-to-date summaries of such cash receipts, payments and disbursements, and (iii) during an O&M Operative Period, a calculation of the Aggregate Debt Service Coverage, disbursements together with a certification of the Manager stating that such cash flow statement is true, complete and correct. (c) M▇▇▇▇▇▇▇▇ will furnish Mortgagee monthly, within thirty (30) days following the end of each month, with a certification of the Manager stating that all Operating Expenses with respect to the Mortgaged Property which had accrued as of the last day of the month preceding the delivery of the cash flow statement referred to in clause (c) above have been fully paid or otherwise reserved or provided for by the Manager (any such certification or any certification furnished by a Manager pursuant to clause (c) above, a "Manager Certification"). (d) Mortgagor will furnish Mortgagee annually, upon request by Mortgagee therefor, within thirty (30) days following receipt of such request, with a true, complete and correct and rent roll for the Mortgaged Property, including a list of all litigation which tenants are in default under their respective leases, dated as of the date of Mortgagee's request, identifying each tenant, the monthly rent and proceedings affecting Borrower or the Property in which the amount involved is $250,000 or moreadditional rent, if not any, payable by such tenant, the expiration date of such tenant's Lease, the security deposit, if any, held by Mortgagor under the Lease, the space covered by insurance the Lease, and the arrearages for such tenant, if any, and such rent roll shall be accompanied by an Officer's Certificate, dated as of the date of the delivery of such rent roll, certifying that such rent roll is true, correct and complete in all material respects as of its date. (or $1,000,000 or more whether or not covered e) Mortgagor shall furnish to Mortgagee, within thirty (30) days after Mortgagee's request therefor, with such further detailed information with respect to the operation of the Mortgaged Property and the financial affairs of Mortgagor as may be reasonably requested by insuranceMortgagee. (f) [Intentionally Omitted]. (g) Mortgagor will furnish Mortgagee annually, within ninety (90) days after the end of each Fiscal Year, with a report setting forth (i) the Net Operating Income for such Fiscal Year, (ii) the average occupancy rate of the Mortgaged Property during such Fiscal Year, (iii) the capital repairs, replacements and improvements performed at the Mortgaged Property during such Fiscal Year and the aggregate Recurring Replacement Expenditures made in connection therewith, and (iv) the balance contained in each of the Sub-Accounts as of the end of such Fiscal Year (which balance Mortgagee shall provide upon Mortgagor's written request therefor). (h) Mortgagor will furnish Mortgagee, at least forty-five (45) days prior to the end of each Fiscal Year, with an annual operating budget and capital budget for the forthcoming Fiscal Year (jointly, the "Annual Budget") showing a budget by month and quarter and for the forthcoming Fiscal Year as a whole which shall be in form and substance reasonably acceptable to Mortgagee. The Annual Budget shall be reviewed by Mortgagor and Mortgagee quarterly and revised as reasonably determined by Mortgagee to reflect actual Operating Expenses and capital improvement costs.

Financial Reports. During the term of the Loan, Mortgagor shall supply to Mortgagee (a) Borrower will keep and maintain or will cause to be kept and maintained on a Fiscal Year basis, in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender) consistently applied, proper and accurate books, tax returns, records and accounts reflecting (i) all of the financial affairs of Borrower and Guarantor and (ii) all items of income and expense in connection with the operation of the Property or in connection with any services, equipment or furnishings provided in connection with the operation thereof, whether such income or expense may be realized by Borrower or by any other Person whatsoever, excepting lessees unrelated to and unaffiliated with Borrower who have leased from Borrower portions of the Premises for the purpose of occupying the same. Lender shall have the right from time to time at all times during normal business hours upon reasonable notice to examine such books, tax returns, records and accounts at the office of Borrower or other Person maintaining such books, tax returns, records and accounts and to make such copies or extracts thereof as Lender shall desire. After the occurrence of an Event of Default, Borrower shall pay any costs and expenses incurred by Lender to examine Borrower’s and Guarantor’s accounting records with respect to the Property, as Lender shall determine to be necessary or appropriate in the protection of Lender’s interest. (b) Borrower will furnish Lender (i) annually, within one hundred twenty (120) days following the end of each Fiscal Year of Borrower and (ii) on a quarterly basis, within forty-five (45) days following the end of each fiscal quarter of Borrowerquarter, with a complete copy of BorrowerMortgagor’s financial statement consistently applied covering (i) all quarterly and annual operating statements for the Property as of the financial affairs end of Borrower and (ii) for the operation of the Property for such Fiscal Year or preceding quarter and fiscal quartersyear, as applicable, and containing a statement in each case prepared consistent with the form of revenues and expensesoperating statements delivered to Mortgagee by Mortgagor prior to the date of this Mortgage; (b) contemporaneously with Mortgagor’s delivery of each of such operating statements, a statement of assets certified rent roll signed and liabilities and a statement of Borrower’s equity. Each annual financial statement shall be accompanied dated by audited financial statements of Ashford Hospitality Trust Inc. which are audited by a nationally recognized Independent certified public accountant that is acceptable Mortgagor in the form delivered to Lender in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable Mortgagee prior to Lender). Together with the financial statements required to be furnished pursuant to this Section 2.09(b), Borrower shall furnish to Lender (A) an Officer’s Certificate certifying as of the date thereof (1) that the financial statements accurately represent the results of operations this Mortgage; and financial condition of Borrower and the Property all in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender) consistently applied, and (2) whether there exists a Default under the Note or any other Loan Document executed and delivered by Borrower, and if such event or circumstance exists, the nature thereof, the period of time it has existed and the action then being taken to remedy such event or circumstance and (B) together with the financial statements delivered pursuant to Section 2.09(b)(ii) above, a statement showing (1) projected Net Operating Income for the subsequent twelve (12) month period adjusted to reflect the Adjusted Net Cash Flow (subject to verification by Lender in its reasonable discretion) and (2) the calculation of the Aggregate Debt Service Coverage. (c) During the continuance of an O&M Operative Period and when requested by Lender, Borrower will furnish Lender monthly, within twenty ninety (2090) days following the end of each monthyear, an annual balance sheet and profit and loss statement of Mortgagor. The financial statements and reports described in (a) and (c) above shall be in the detail set forth in the financial statements delivered to Mortgagee by Mortgagor prior to the date of this Mortgage, shall be prepared in accordance with a truegenerally accepted accounting principles consistently applied, complete and shall be certified as true and correct cash flow statement with respect to by Mortgagor (or, if required by Mortgagee during the Property in the form continuation of an Event of Default or if required to comply with regulatory requirements to which Mortgagee may be delivered pursuant to the Management Agreement and made a part hereof or such other form subject, by an independent certified public accountant acceptable to LenderMortgagee). Mortgagor shall also furnish to Mortgagee within forty-five (45) days of Mortgagee’s request, showing any other financial reports or statements of Mortgagor as Mortgagee may reasonably request to comply with regulatory requirements to which Mortgagee may be subject, or as requested by Mortgagee in its sole discretion during the continuation of an Event of Default. Upon Mortgagee’s demand after any Event of Default, or if Mortgagee securitizes the Loan, Mortgagor shall supply to Mortgagee the items required in (ia) all cash receipts of any kind whatsoever and all cash payments and disbursements, (ii) year-to-date summaries of such cash receipts, payments and disbursements, and (iiib) during above on a monthly basis. Notwithstanding the foregoing, for so long as KBS Industrial Portfolio, LLC is Mortgagor, any request or requirement that Mortgagor deliver audited financials certified by an O&M Operative Period, a calculation independent certified public accountant may be satisfied by delivery of the Aggregate Debt Service Coverageaudited financials for KBS Real Estate Investment Trust, together with a certification of Manager stating that such cash flow statement is true, complete and correct and a list of all litigation and proceedings affecting Borrower or the Property in which the amount involved is $250,000 or more, if not covered by insurance (or $1,000,000 or more whether or not covered by insurance).Inc.

Financial Reports. (a) Borrower will keep and maintain or will cause to be kept and maintained on a Fiscal Year basis, in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender) , consistently applied), proper and accurate books, tax returns, records books and accounts reflecting (i) all of the financial affairs of Borrower and Guarantor and (ii) all items of income and expense in connection with the operation of the Property or in connection with any services, equipment or furnishings provided in connection with the operation thereof, whether such income or expense may be realized by Borrower or by any other Person whatsoever, excepting lessees unrelated to and unaffiliated with Borrower who have leased from Borrower portions of the Premises for the purpose of occupying the sameProperty. Lender shall have the right from time to time at all times during normal business hours upon reasonable notice to examine such books, tax returns, records and accounts at the office of Borrower or any other Person maintaining such books, tax returns, records and accounts and to make such copies or extracts thereof as Lender shall desire. After the occurrence of an Event of Default, Borrower shall pay any costs and expenses incurred by Lender to examine Borrower’s and Guarantor’s accounting records with respect to the Property, as Lender shall determine to be necessary or appropriate in the protection of Lender’s interest. (b) Borrower will furnish, or cause to be furnished, to Lender on or before twenty (20) days after the end of each calendar month prior to Securitization (or each calendar quarter after Securitization), the following items: (i) a rent roll for the subject month or quarter, as applicable; (ii) quarterly and year-to-date operating statements (including Capital Expenditures) prepared for each calendar month or quarter, as applicable, noting net operating income, gross income, and operating expenses (not including any contributions to the Replacement Reserve Fund and the Required Repair Fund), and other information necessary and sufficient to enable a calculation of Debt Service Coverage Ratio and to fairly represent the financial position and results of operation of the Property (and any After Acquired Leasehold Property) during such calendar month or quarter, as applicable, and containing a comparison of budgeted income and expenses and the actual income and expenses; and (iii) a calculation reflecting the annual Debt Service Coverage Ratio for the immediately preceding three (3), six (6), and twelve (12) month periods as of the last day of such month or quarter, as applicable. In addition, such certificate shall also be accompanied by an Officer’s Certificate stating that the representations and warranties of Borrower set forth in Section 4.1.30 are true and correct as of the date of such certificate. (c) Borrower or Manager will furnish Lender (i) annually, within one hundred twenty seventy-five (12075) days following the end of each Fiscal Year of Borrower Guarantor with a complete copy of Guarantor’s financial statements, prepared in accordance with GAAP (or such other accounting basis reasonably acceptable to Lender, consistently applied) and accompanied by a certificate from an authorized officer of Guarantor stating that such financial statements are true, correct and complete and fairly represent the financial condition and results of operation of Guarantor; and (ii) on a quarterly basis, within forty-five forty (4540) days following the end of each fiscal quarter of Borrower, Guarantor with a complete copy of Guarantor’s quarterly financial statements prepared in accordance with GAAP (or such other accounting basis reasonably acceptable to Lender, consistently applied) and accompanied by a certificate from an authorized officer of Guarantor stating that such financial statements are true, correct and complete and fairly represent the financial condition and results of operation of Guarantor. Together with such financial statements, Borrower shall deliver or cause to be delivered Borrower’s financial statement statements prepared in accordance with GAAP (or such other accounting basis reasonably acceptable to Lender, consistently applied applied) covering (i) all of the financial affairs of Borrower and (ii) the operation of the Property for such Fiscal Year or fiscal quartersquarter, as applicable, and containing a statement of revenues and expenses, a statement of assets and liabilities and a statement of Borrower’s equity. Each annual financial statement shall be accompanied by audited financial statements of Ashford Hospitality Trust Inc. which are audited by a nationally recognized Independent certified public accountant that is acceptable to Lender in accordance with GAAP equity and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender). Together with the financial statements required to be furnished pursuant to this Section 2.09(b), Borrower shall furnish to Lender (A) an Officer’s Certificate certifying as of the date thereof (1) that the financial statements accurately represent the results of operations and financial condition of Borrower and the Property all in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender) , consistently applied), and (2) whether there exists an event or circumstance which constitutes, or which upon notice or lapse of time or both would constitute, a Default under the Note or any other Loan Document executed and delivered by Borrower, and if such event or circumstance exists, the nature thereof, the period of time it has existed and the action then being taken to remedy such event or circumstance circumstance. Following, and (B) together with during the continuance of, a monetary or material non-monetary Event of Default, Lender shall have the right to require that Borrower’s financial statements delivered pursuant be audited by an independent certified public accounting firm acceptable to Section 2.09(b)(ii) above, a statement showing (1) projected Net Operating Income for the subsequent twelve (12) month period adjusted to reflect the Adjusted Net Cash Flow (subject to verification by Lender in its reasonable discretion) and (2) the calculation of the Aggregate Debt Service Coverage. (cd) During the continuance of an O&M Operative Period and when requested by Lender, Borrower will furnish or cause to be furnished to Lender monthly, within twenty sixty (2060) days following the end of each month, with a true, complete and correct cash flow statement with respect to the Property in the form required to be delivered pursuant to the Management Agreement (and made a part hereof or such other form acceptable to Lenderany After Acquired Leasehold Property), showing (i) all cash receipts of any kind whatsoever and all cash payments and disbursements, and (ii) yeartrailing twelve-to-date month summaries of such cash receipts, payments and disbursements, and (iii) during an O&M Operative Period, a calculation of the Aggregate Debt Service Coverage, disbursements together with a certification of Manager stating that such cash flow statement is true, complete and correct and a list of all litigation and proceedings affecting Borrower or the Property in which the amount involved is $250,000 or more, if not covered by insurance (or $1,000,000 or more whether or not covered by insurance). (e) On the occurrence of an Event of Default, Borrower will furnish or cause to be furnished to Lender annually, upon request by Lender therefor, within forty-five (45) days following receipt of such request, with a true, complete and correct (i) “unitmix” report for the Property which notes the number of self-storage units that are rented on the basis of the size of the unit and includes the security deposit, if any, held by Borrower, the space covered and the arrearages for such tenant, if any, and (ii) rent roll for the Property with respect to all commercial tenants, including a list of which tenants are in default under their respective Leases, dated as of the date of Lender’s request, identifying each tenant, the monthly rent and additional rent, if any, payable by such tenant, the expiration date of such tenant’s Lease, the security deposit, if any, held by Borrower under the Lease, the space covered by the Lease, and the arrearages for such tenant, if any, and each such “unitmix” report and rent roll shall be accompanied by an Officer’s Certificate, dated as of the date of the delivery of such “unitmix” report or rent roll, certifying 52 that such “unitmix” report or rent roll is true, correct and complete in all material respects as of its date. (f) For the partial year period commencing on the occurrence of a Cash Sweep Event, and for each Fiscal Year thereafter until the occurrence of a Cash Sweep Event Cure, Borrower shall submit to Lender an Annual Budget not later than sixty (60) days prior to the commencement of such period or Fiscal Year in form reasonably satisfactory to Lender. The Annual Budget, if required pursuant to this Section 5.1.11(f) shall be subject to Lender’s written approval (each such Annual Budget, an “Approved Annual Budget”). In the event that Lender objects to a proposed Annual Budget submitted by Borrower, Lender shall advise Borrower of such objections within fifteen (15) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise such Annual Budget and resubmit the same to Lender. Lender shall advise Borrower of any objections to such revised Annual Budget within ten (10) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise the same in accordance with the process described in this subsection until Lender approves the Annual Budget. Until such time that Lender approves a proposed Annual Budget, the most recently Approved Annual Budget shall apply; provided that, such Approved Annual Budget shall be adjusted to reflect actual increases in Taxes, Insurance Premiums and Other Charges. (g) In the event, during a Cash Sweep Period, that Borrower must incur an extraordinary operating expense or capital expense in excess of $25,000 not set forth in the Approved Annual Budget (each an “Extraordinary Expense”), then Borrower shall promptly deliver to Lender a reasonably detailed explanation of such proposed Extraordinary Expense for Lender’s approval, which may be given or denied in Lender’s sole discretion. (h) Borrower shall furnish or cause to be furnished to Lender, within the later of fifteen (15) days after Lender’s request therefor and five (5) days following the date on which such item is available, with such further detailed information with respect to the operation of the Property and the financial affairs of Borrower as may be reasonably requested by Lender. (i) Borrower will cause Guarantor or Manager to furnish to Lender annually, within one hundred twenty (120) days following the end of each Fiscal Year of Guarantor, financial statements of Guarantor, certified by an authorized officer of Guarantor stating that such financial statements are true, correct, accurate and complete and fairly represent the financial condition and results of operation of Guarantor, which financial statements shall include an annual balance sheet and profit and loss statement of Guarantor, in the form reasonably required by Lender. (j) Any reports, statements or other information required to be delivered under this Agreement shall be delivered (i) in paper form, (ii) on a diskette, and (iii) by electronic mail if requested by Lender and within the capabilities of Borrower’s data systems without change or modification thereto, in electronic form and prepared using Microsoft Word for Windows files (which files may be prepared using a spreadsheet program and saved as word processing files). Borrower agrees that Lender may disclose information regarding the Property and Borrower that is provided to Lender pursuant to this Section 5.1.11 in connection with the Securitization to such parties requesting such information in connection with such Securitization. 53 (k) Borrower will furnish Lender annually, within one hundred and twenty (120) days after the end of each Fiscal Year, with a report setting forth (i) the Net Operating Income for such Fiscal Year, (ii) the average occupancy rate of the Property during such Fiscal Year, and (iii) the capital repairs, replacements and improvements performed at the Property during such Fiscal Year.

Financial Reports. Borrowers agree to furnish to Lender: (a) Borrower will keep and maintain or will cause to be kept and maintained on a Fiscal Year basis, in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender) consistently applied, proper and accurate books, tax returns, records and accounts reflecting (i) all of annual unaudited combined financial statements setting forth the financial affairs condition and results of Borrower and Guarantor and (ii) all items of income and expense in connection with the operation of the Property or in connection with any servicesBorrowers (financial statements shall include balance sheet, equipment or furnishings provided in connection with the operation thereof, whether such income or expense may be realized by Borrower or by any other Person whatsoever, excepting lessees unrelated to statement and unaffiliated with Borrower who have leased from Borrower portions statement of the Premises for the purpose cash flows) within 105 days of occupying the same. Lender shall have the right from time to time at all times during normal business hours upon reasonable notice to examine such books, tax returns, records and accounts at the office of Borrower or other Person maintaining such books, tax returns, records and accounts and to make such copies or extracts thereof as Lender shall desire. After the occurrence of an Event of Default, Borrower shall pay any costs and expenses incurred by Lender to examine Borrower’s and Guarantor’s accounting records with respect to the Property, as Lender shall determine to be necessary or appropriate in the protection of Lender’s interest. (b) Borrower will furnish Lender (i) annually, within one hundred twenty (120) days following the end of each Fiscal Year of Borrower and (ii) on a quarterly basis, within forty-five (45) days following the end of each fiscal quarter year of Borrowers; (b) upon Lender’s advanced written request, quarterly financial statements setting forth the combined financial condition and results of operation of Borrowers within 50 days of the end of each of the first three fiscal quarters of Borrowers; and (c) such other financial information as Lender may from time to time reasonably request including, without limitation, financial reports filed by Borrower with federal or state regulatory agencies. All such financial information shall be prepared in accordance with generally accepted accounting principles on a basis consistently applied. Notwithstanding the above requirements, if any Affiliate Credit Agreement (as defined in Section 12 hereof) exists, the financial reporting requirements of Borrower under such Affiliate Credit Agreement shall remain fully applicable to Borrower, with a . Borrower agrees that any affiliate of JPMorgan Chase & Co. that receives any financial reports under any Affiliate Credit Agreement is hereby authorized to deliver complete copy copies of all such financial reports and related compliance certificates to Lender in satisfaction of Borrower’s obligation to deliver such information to Lender. If for any reason whatsoever an Affiliate Credit Agreement is canceled, discharged or otherwise terminated, then, automatically and without any action by Lender or any other party, all financial statement consistently applied covering (i) all of the financial affairs of Borrower and (ii) the operation of the Property for such Fiscal Year or fiscal quarters, as applicable, and containing a statement of revenues and expenses, a statement of assets and liabilities and a statement of Borrower’s equity. Each annual financial statement shall be accompanied by audited financial statements of Ashford Hospitality Trust Inc. reporting requirements which are audited by a nationally recognized Independent certified public accountant that is acceptable to Lender in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender). Together with the financial statements required to be furnished pursuant to this Section 2.09(b), Borrower shall furnish to Lender (A) an Officer’s Certificate certifying effect as of the date thereof (1) that immediately prior to the cancellation, discharge or termination of such Affiliate Credit Agreement shall remain in full force and effect, shall be incorporated in this Agreement by reference, and shall be made a part of this Agreement. Borrower will promptly notify Lender in writing with full details if any event occurs or any condition exists which constitutes, or which but for a requirement of lapse of time or giving of notice or both would constitute, an Event of Default under this Agreement or which might materially and adversely affect the financial statements accurately represent condition or operations of Borrower. Borrower will promptly notify Lender in writing of the results commencement of any litigation to which Borrower may be a party (except for litigation in which Borrower’s or the affiliate’s contingent liability is fully covered by insurance) which, if decided adversely to Borrower would adversely affect or impair the security interest of Lender to the Equipment or which, if decided adversely to Borrower would materially adversely affect the business operations and or financial condition of Borrower. Borrower and the Property all will immediately notify Lender, in accordance with GAAP and The Uniform System writing, of Accounts (or such other accounting basis reasonably acceptable to Lender) consistently applied, and (2) whether there exists a Default under the Note or any other Loan Document executed and delivered by Borrower, and judgment against Borrower if such event or circumstance exists, judgment would have the nature thereof, the period of time it has existed and the action then being taken to remedy such event or circumstance and (B) together with the financial statements delivered pursuant to Section 2.09(b)(ii) above, a statement showing (1) projected Net Operating Income for the subsequent twelve (12) month period adjusted to reflect the Adjusted Net Cash Flow (subject to verification by Lender in its reasonable discretion) and (2) the calculation of the Aggregate Debt Service Coverage. (c) During the continuance of an O&M Operative Period and when requested by Lender, Borrower will furnish Lender monthly, within twenty (20) days following the end of each month, with a true, complete and correct cash flow statement with respect to the Property effect described in the form required to be delivered pursuant to the Management Agreement and made a part hereof or such other form acceptable to Lender, showing (i) all cash receipts of any kind whatsoever and all cash payments and disbursements, (ii) year-to-date summaries of such cash receipts, payments and disbursements, and (iii) during an O&M Operative Period, a calculation of the Aggregate Debt Service Coverage, together with a certification of Manager stating that such cash flow statement is true, complete and correct and a list of all litigation and proceedings affecting Borrower or the Property in which the amount involved is $250,000 or more, if not covered by insurance (or $1,000,000 or more whether or not covered by insurance)preceding sentence.

Financial Reports. (a) Borrower will keep and maintain or will cause to be kept and maintained on a Fiscal Year basis, in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender) consistently applied, proper and accurate books, tax returns, records and accounts reflecting (i) all of the financial affairs of Borrower and Guarantor and (ii) all items of income and expense in connection with the operation of the Property or in connection with any services, equipment or furnishings provided in connection with the operation thereof, whether such income or expense may be realized by Borrower or by any other Person whatsoever, excepting lessees unrelated to and unaffiliated with Borrower who have leased from Borrower portions of the Premises for the purpose of occupying the same. Lender shall have the right from time to time at all times during normal business hours upon reasonable notice to examine such books, tax returns, records and accounts at the office of Borrower or other Person maintaining such books, tax returns, records and accounts and to make such copies or extracts thereof as Lender shall desire. After the occurrence of an Event of Default, Borrower shall pay any costs and expenses incurred by Lender ▇▇▇▇▇▇ to examine Borrower’s ▇▇▇▇▇▇▇▇'s and Guarantor’s 's accounting records with respect to the Property, as Lender shall determine to be necessary or appropriate in the protection of Lender’s ▇▇▇▇▇▇'s interest. (b) Borrower will furnish Lender (i) annually, within one hundred twenty seventy-five (12075) days following the end of each Fiscal Year of Borrower and AMERCO with a complete copy of AMERCO's financial statements audited by ▇▇▇▇▇▇'s Independent auditors; (ii) on a quarterly basis, within forty-five with forty (4540) days following the end of each fiscal quarter of Borrower, AMERCO with a complete copy of AMERCO's quarterly financial statements reviewed by ▇▇▇▇▇▇'s Independent auditors; (iii) annually within seventy-five (75) days following the end of each Fiscal Year of AMERCO with a complete copy of each Guarantor's financial statements, prepared in accordance with GAAP by an in-house certified public accountant and certified by Borrower’s ; and (iv) quarterly within forty (40) days following the end of each fiscal quarter of AMERCO with a complete copy of each Guarantor's financial statement statements, prepared in accordance with GAAP by an in-house certified public accountant and certified by Borrower. Together with such financial statements, Borrower shall deliver Borrower's financial statements prepared in accordance with GAAP (or such other accounting basis reasonably acceptable to Lender) consistently applied covering (i) all of the financial affairs of Borrower and (ii) the operation of the Property for such Fiscal Year or fiscal quartersquarter, as applicable, and containing a statement of revenues and expenses, a statement of assets and liabilities and a statement of Borrower’s equity. Each annual financial statement shall be accompanied by audited financial statements of Ashford Hospitality Trust Inc. which are audited by a nationally recognized Independent certified public accountant that is acceptable to Lender in accordance with GAAP 's equity and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender). Together with the financial statements required to be furnished pursuant to this Section 2.09(b), Borrower shall furnish to Lender (A) an Officer’s 's Certificate certifying as of the date thereof (1) that the financial statements accurately represent the results of operations and financial condition of Borrower and the Property all in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender) consistently applied, and (2) whether there exists an event or circumstance which constitutes, or which upon notice or lapse of time or both would constitute, a Default under the Note or any other Loan Document executed and delivered by Borrower, and if such event or circumstance exists, the nature thereof, the period of time it has existed and the action then being taken to remedy such event or circumstance and (B) together with the financial statements delivered pursuant to Section 2.09(b)(ii) above, a statement showing (1) projected Net Operating Income for the subsequent twelve (12) month period adjusted to reflect the Adjusted Net Cash Flow (subject to verification by Lender in its reasonable discretion) and (2) the calculation of the Aggregate Debt Service Coveragecircumstance. (c) During the continuance of an O&M Operative Period and when requested by Lender, Borrower will furnish Lender monthly, within twenty sixty (2060) days following the end of each month, with a true, complete and correct cash flow statement with respect to the Property in the form required to be delivered pursuant to the Management Agreement attached hereto as EXHIBIT E and made a part hereof or such other form acceptable to Lenderhereof, showing (i) all cash receipts of any kind whatsoever and all cash payments and disbursements, and (ii) year-to-date summaries of such cash receipts, payments and disbursements, and (iii) during an O&M Operative Period, a calculation of the Aggregate Debt Service Coverage, disbursements together with a certification of Manager stating that such cash flow statement is true, complete and correct and a list of all litigation and proceedings affecting Borrower or the Property in which the amount involved is $250,000 or more, if not covered by insurance (or $1,000,000 or more whether or not covered by insurance). (d) Borrower will furnish Lender monthly, within sixty (60) days following the end of each month, with a certification of Manager stating that all Operating Expenses with respect to the Property which had accrued as of the last day of the month preceding the delivery of the cash flow statement referred to in clause (c) above have been fully paid or otherwise reserved or provided for by Manager (any such certification or any certification furnished by a Manager pursuant to clause (c) above, a "Manager Certification"). (e) Borrower will furnish Lender annually, upon request by Lender therefor, within forty-five (45) days following receipt of such request, with a true, complete and correct (i) "unitmix" report for the Property which notes the number of self-storage units that are rented on the basis of the size of the unit and includes the security deposit, if any, held by Borrower, the space covered and the arrearages for such tenant, if any, and (ii) rent roll for the Property with respect to all commercial tenants, including a list of which tenants are in default under their respective Leases, dated as of the date of Lender's request, identifying each tenant, the monthly rent and additional rent, if any, payable by such tenant, the expiration date of such tenant's Lease, the security deposit, if any, held by Borrower under the Lease, the space covered by the Lease, and the arrearages for such tenant, if any, and each such "unitmix" report and rent roll shall be accompanied by an Officer's Certificate, dated as of the date of the delivery of such "unitmix" report or rent roll, certifying that such "unitmix" report or rent roll is true, correct and complete in all material respects as of its date. (f) Borrower shall furnish to Lender, within the later of sixty (60) days after ▇▇▇▇▇▇'s request therefor and five (5) days following the date on which such item is available, with such further detailed information with respect to the operation of the Property and the financial affairs of Borrower as may be reasonably requested by ▇▇▇▇▇▇. (g) Borrower shall cause Manager to furnish to Lender, within forty-five (45) days after receipt of ▇▇▇▇▇▇'s written request, a schedule of tenant security deposits, together with a certification of Manager as to the balance in the Security Deposit Account and that such tenant security deposits are being held in accordance with all Legal Requirements. (h) Borrower will furnish Lender annually, within one hundred and twenty (120) days after the end of each Fiscal Year, with a report setting forth (i) the Net Operating Income for such Fiscal Year, (ii) the average occupancy rate of the Property during such Fiscal Year, (iii) the capital repairs, replacements and improvements performed at the Property during such Fiscal Year and the aggregate Recurring Replacement Expenditures made in connection therewith, and (iv) the balance contained in each of the Sub-Accounts as of the end of such Fiscal Year (which balance Lender shall provide upon Borrower's written request therefor). (i) Borrower shall and shall cause Guarantor to furnish to Lender annually, within sixty (60) days of filing, its respective tax return, a copy of such tax return. (j) If a Trigger Event has occurred and is continuing, Borrower shall submit to Lender for Lender's written approval an Annual Budget not later than sixty (60) days prior to the commencement of each Fiscal Year or, if a Trigger Event occurs subsequent to a date which is sixty (60) days prior to the commencement of a Fiscal Year, within sixty (60) days of the occurrence of the Trigger Event, in form satisfactory to Lender setting forth in reasonable detail budgeted monthly operating income and monthly operating capital and other expenses for the

Financial Reports. (a) Borrower will keep and maintain or will cause to be kept and maintained on a Fiscal Year basis, in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender) consistently applied, proper and accurate books, tax returns, records and accounts reflecting (i) all of the financial affairs of Borrower and Guarantor and (ii) all items of income and expense in connection with the operation of the Property or in connection with any services, equipment or furnishings provided in connection with the operation thereof, whether such income or expense may be realized by Borrower or by any other Person whatsoever, excepting lessees unrelated to and unaffiliated with Borrower who have leased from Borrower portions of the Premises for the purpose of occupying the same. Lender shall have the right from time to time at all times during normal business hours upon reasonable notice to examine such books, tax returns, records and accounts at the office of Borrower or other Person maintaining such books, tax returns, records and accounts and to make such copies or extracts thereof as Lender shall desire. After the occurrence of an Event of Default, Borrower shall pay any costs and expenses incurred by Lender ▇▇▇▇▇▇ to examine Borrower’s ▇▇▇▇▇▇▇▇'s and Guarantor’s 's accounting records with respect to the Property, as Lender shall determine to be necessary or appropriate in the protection of Lender’s ▇▇▇▇▇▇'s interest. (b) Borrower will furnish Lender (i) annually, within one hundred twenty seventy-five (12075) days following the end of each Fiscal Year of Borrower and AMERCO with a complete copy of AMERCO's financial statements audited by ▇▇▇▇▇▇'s Independent auditors; (ii) on a quarterly basis, within forty-five with forty (4540) days following the end of each fiscal quarter of Borrower, AMERCO with a complete copy of AMERCO's quarterly financial statements reviewed by ▇▇▇▇▇▇'s Independent auditors; (iii) annually within seventy-five (75) days following the end of each Fiscal Year of AMERCO with a complete copy of each Guarantor's financial statements, prepared in accordance with GAAP by an in-house certified public accountant and certified by Borrower’s ; and (iv) quarterly within forty (40) days following the end of each fiscal quarter of AMERCO with a complete copy of each Guarantor's financial statement statements, prepared in accordance with GAAP by an in-house certified public accountant and certified by Borrower. Together with such financial statements, Borrower shall deliver Borrower's financial statements prepared in accordance with GAAP (or such other accounting basis reasonably acceptable to Lender) consistently applied covering (i) all of the financial affairs of Borrower and (ii) the operation of the Property for such Fiscal Year or fiscal quartersquarter, as applicable, and containing a statement of revenues and expenses, a statement of assets and liabilities and a statement of Borrower’s equity. Each annual financial statement shall be accompanied by audited financial statements of Ashford Hospitality Trust Inc. which are audited by a nationally recognized Independent certified public accountant that is acceptable to Lender in accordance with GAAP 's equity and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender). Together with the financial statements required to be furnished pursuant to this Section 2.09(b), Borrower shall furnish to Lender (A) an Officer’s 's Certificate certifying as of the date thereof (1) that the financial statements accurately represent the results of operations and financial condition of Borrower and the Property all in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender) consistently applied, and (2) whether there exists an event or circumstance which constitutes, or which upon notice or lapse of time or both would constitute, a Default under the Note or any other Loan Document executed and delivered by Borrower▇▇▇▇▇▇▇▇, and if such event or circumstance exists, the nature thereof, the period of time it has existed and the action then being taken to remedy such event or circumstance and (B) together with the financial statements delivered pursuant to Section 2.09(b)(ii) above, a statement showing (1) projected Net Operating Income for the subsequent twelve (12) month period adjusted to reflect the Adjusted Net Cash Flow (subject to verification by Lender in its reasonable discretion) and (2) the calculation of the Aggregate Debt Service Coveragecircumstance. (c) During the continuance of an O&M Operative Period and when requested by Lender, Borrower will furnish Lender monthly, within twenty sixty (2060) days following the end of each month, with a true, complete and correct cash flow statement with respect to the Property in the form required to be delivered pursuant to the Management Agreement attached hereto as EXHIBIT E and made a part hereof or such other form acceptable to Lenderhereof, showing (i) all cash receipts of any kind whatsoever and all cash payments and disbursements, and (ii) year-to-date summaries of such cash receipts, payments and disbursements, and (iii) during an O&M Operative Period, a calculation of the Aggregate Debt Service Coverage, disbursements together with a certification of Manager stating that such cash flow statement is true, complete and correct and a list of all litigation and proceedings affecting Borrower or the Property in which the amount involved is $250,000 or more, if not covered by insurance (or $1,000,000 or more whether or not covered by insurance). (d) Borrower will furnish Lender monthly, within sixty (60) days following the end of each month, with a certification of Manager stating that all Operating Expenses with respect to the Property which had accrued as of the last day of the month preceding the delivery of the cash flow statement referred to in clause (c) above have been fully paid or otherwise reserved or provided for by Manager (any such certification or any certification furnished by a Manager pursuant to clause (c) above, a "Manager Certification"). (e) Borrower will furnish Lender annually, upon request by Lender therefor, within forty-five (45) days following receipt of such request, with a true, complete and correct (i) "unitmix" report for the Property which notes the number of self-storage units that are rented on the basis of the size of the unit and includes the security deposit, if any, held by Borrower, the space covered and the arrearages for such tenant, if any, and (ii) rent roll for the Property with respect to all commercial tenants, including a list of which tenants are in default under their respective Leases, dated as of the date of Lender's request, identifying each tenant, the monthly rent and additional rent, if any, payable by such tenant, the expiration date of such tenant's Lease, the security deposit, if any, held by Borrower under the Lease, the space covered by the Lease, and the arrearages for such tenant, if any, and each such "unitmix" report and rent roll shall be accompanied by an Officer's Certificate, dated as of the date of the delivery of such "unitmix" report or rent roll, certifying that such "unitmix" report or rent roll is true, correct and complete in all material respects as of its date. (f) Borrower shall furnish to Lender, within the later of sixty (60) days after ▇▇▇▇▇▇'s request therefor and five (5) days following the date on which such item is available, with such further detailed information with respect to the operation of the Property and the financial affairs of Borrower as may be reasonably requested by ▇▇▇▇▇▇. (g) Borrower shall cause Manager to furnish to Lender, within forty-five (45) days after receipt of ▇▇▇▇▇▇'s written request, a schedule of tenant security deposits, together with a certification of Manager as to the balance in the Security Deposit Account and that such tenant security deposits are being held in accordance with all Legal Requirements. (h) Borrower will furnish Lender annually, within one hundred and twenty (120) days after the end of each Fiscal Year, with a report setting forth (i) the Net Operating Income for such Fiscal Year, (ii) the average occupancy rate of the Property during such Fiscal Year, (iii) the capital repairs, replacements and improvements performed at the Property during such Fiscal Year and the aggregate Recurring Replacement Expenditures made in connection therewith, and (iv) the balance contained in each of the Sub-Accounts as of the end of such Fiscal Year (which balance Lender shall provide upon Borrower's written request therefor). (i) Borrower shall and shall cause Guarantor to furnish to Lender annually, within sixty (60) days of filing, its respective tax return, a copy of such tax return. (j) If a Trigger Event has occurred and is continuing, Borrower shall submit to Lender for Lender's written approval an Annual Budget not later than sixty (60) days prior to the commencement of each Fiscal Year or, if a Trigger Event occurs subsequent to a date which is sixty (60) days prior to the commencement of a Fiscal Year, within sixty (60) days of the occurrence of the Trigger Event, in form satisfactory to Lender setting forth in reasonable detail budgeted monthly operating income and monthly operating capital and other expenses for the Property. Each Annual Budget shall contain, among other things, limitations on management fees, third party service fees, and other expenses as Borrower may reasonably determine. Lender shall have the right to approve such Annual Budget which approval shall not be unreasonably withheld, and in the event that Lender objects to the proposed Annual Budget submitted by Borrower, Lender shall advise Borrower of such objections within fifteen (15) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall, within three (3) days after receipt of notice of any such objections, revise such Annual Budget and resubmit the same to Lender. Lender shall advise Borrower of any objections to such revised Annual Budget within ten (10) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall revise the same in accordance with the process described herein until Lender approves an Annual Budget, provided, however, that if Lender shall not advise Borrower of its objections to any proposed Annual Budget within the applicable time period set forth in this Section, then such proposed Annual Budget shall be deemed approved by Lender. Until such time that Lender approves a proposed Annual Budget, the most recently Approved Annual Budget shall apply; provided that, such Approved Annual Budget shall be adjusted to reflect actual increases in Basic Carrying Costs and to delete any non-recurring expenses and provided, further, if there is no approved Annual Budget for the prior Fiscal Year, Lender shall utilize the actual expenses set forth in the cash flow statements delivered to Lender pursuant to Section 2.09(c) with respect to the prior Fiscal Year adjusted to reflect actual increases in Basic Carrying Costs and to delete non-recurring expenses. In the event that Borrower must incur an Extraordinary Expense, then Borrower shall promptly deliver to Lender a reasonably detailed explanation of such proposed Extraordinary Expense for ▇▇▇▇▇▇'s approval, which approval may be granted or denied in ▇▇▇▇▇▇'s sole and absolute discretion. (k) In the event that Borrower fails to deliver any of the financial statements, reports or other information required to be delivered to Lender pursuant to this Section 2.09 on or prior to their due dates, if any such failure shall continue for ten (10) days following notice thereof from Lender, Borrower shall pay to Lender on each Payment Date for each month or portion thereof that any such financial statement, report or other information remains undelivered, an administrative fee in the amount of Five Thousand Dollars ($5,000) multiplied by the number of undelivered statements, reports or other items. Borrower agrees that such administrative fee (i) is a fair and reasonable fee necessary to compensate Lender for its additional administrative costs and increased costs relating to ▇▇▇▇▇▇▇▇'s failure to deliver the aforementioned statements, reports or other items as and when required hereunder and (ii) is not a penalty. (l) Borrower may, with respect to the information requested in Section 2.09(a)-(j), (i) to the extent permitted by law, provide consolidated tax returns and consolidated financial statements and (ii) permit its assets to be listed on the financial statements of an Affiliate if permitted by GAAP; provided, however, that any consolidated financial statement shall indicate that its separate assets and liabilities are neither available to pay the debts of the consolidated entity nor constitute obligations of the consolidated entity.

Financial Reports. (a) Each Borrower will shall keep accurate and maintain or will cause to be kept complete books, records and maintained on a Fiscal Year basis, accounts in accordance with GAAP and The Uniform System of Accounts generally accepted accounting principles (“GAAP”) (or such other accounting basis reasonably acceptable to Lender) consistently applied, proper and accurate books, tax returns, records and accounts reflecting (i) all of applied with respect to the financial affairs of such Borrower, including, but not limited to, the financial affairs of such Borrower which relate to the Collateral and Guarantor all sums due or which may become due thereunder. Each Borrower shall, within twenty (20) days after written request and (ii) all items at its sole cost and expense, deliver to Lender any of income such books and expense in connection with the operation of the Property or in connection with any services, equipment or furnishings provided in connection with the operation thereof, whether such income or expense records as may be realized reasonably requested by Borrower or by any other Person whatsoever, excepting lessees unrelated to and unaffiliated with Borrower who have leased from Borrower portions of the Premises for the purpose of occupying the sameLender. Lender shall have the right from time to time at all times times, upon reasonable notice, during normal business hours upon reasonable notice to examine such books, tax returns, records and accounts at the office of Borrower or other Person maintaining such books, tax returns, records and accounts and to make such copies or extracts thereof as Lender shall desire. After the occurrence of an Event of DefaultEach Borrower shall, Borrower shall pay any costs from time to time, within twenty (20) days after written request and expenses incurred by at its sole cost and expense, deliver to Lender to examine Borrower’s such information, reports and Guarantor’s accounting records additional financial information with respect to the Property, financial affairs of such Borrower as Lender shall determine to be necessary or appropriate in the protection of Lender’s interest. (b) reasonably request. Each Borrower will furnish Lender (i) annually, within one hundred twenty (120) days following the end of each Fiscal Year of Borrower and (ii) on a quarterly basis, within forty-five (45) days following the end of each fiscal quarter of such Borrower, with a complete copy of such Borrower’s financial statement audited by an Independent certified public accountant that is acceptable to Lender in accordance with GAAP (or such other accounting basis reasonably acceptable to Lender) consistently applied covering (i) all of the financial affairs of such Borrower and (ii) the operation of the Property for such Fiscal Year or fiscal quarters, as applicable, and containing a statement of revenues and expenses, a statement of assets and liabilities and a statement of Borrower’s equity. Each annual financial statement , it being agreed that ▇▇▇▇▇▇ LLP, or any “Big Four” accounting firm, shall be accompanied by audited financial statements of Ashford Hospitality Trust Inc. which are audited by a nationally recognized Independent certified public accountant that is acceptable to Lender in accordance with GAAP and The Uniform System for purposes of Accounts (or such other accounting basis reasonably acceptable to Lender). Together with the financial statements required to be furnished pursuant to this Section 2.09(b), Borrower shall furnish to Lender (A) an Officer’s Certificate certifying as of the date thereof (1) that the financial statements accurately represent the results of operations and financial condition of Borrower and the Property all in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender) consistently applied, and (2) whether there exists a Default under the Note or any other Loan Document executed and delivered by Borrower, and if such event or circumstance exists, the nature thereof, the period of time it has existed and the action then being taken to remedy such event or circumstance and (B) together with the financial statements delivered pursuant to Section 2.09(b)(ii) above, a statement showing (1) projected Net Operating Income for the subsequent twelve (12) month period adjusted to reflect the Adjusted Net Cash Flow (subject to verification by Lender in its reasonable discretion) and (2) the calculation of the Aggregate Debt Service Coverage. (c) During the continuance of an O&M Operative Period and when requested by Lender, Borrower will furnish Lender monthly, within twenty (20) days following the end of each month, with a true, complete and correct cash flow statement with respect to the Property in the form required to be delivered pursuant to the Management Agreement and made a part hereof or such other form acceptable to Lender, showing (i) all cash receipts of any kind whatsoever and all cash payments and disbursements, (ii) year-to-date summaries of such cash receipts, payments and disbursements, and (iii) during an O&M Operative Period, a calculation of the Aggregate Debt Service Coverage, together with a certification of Manager stating that such cash flow statement is true, complete and correct and a list of all litigation and proceedings affecting Borrower or the Property in which the amount involved is $250,000 or more, if not covered by insurance (or $1,000,000 or more whether or not covered by insurance).

Financial Reports. (a) Borrower Grantor will keep and maintain or will cause to be kept and maintained on a Fiscal Year fiscal year basis, in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to LenderBeneficiary) consistently applied, proper and accurate books, tax returns, records and accounts reflecting (i) all of the financial affairs of Borrower and Guarantor Grantor and (ii) all items of income and expense in connection with the operation of the Trust Property or in connection with any services, equipment or furnishings provided in connection with the operation thereof, whether such income or expense may be realized by Borrower Grantor or by any other Person whatsoever, excepting lessees unrelated to and unaffiliated with Borrower Grantor who have leased from Borrower Grantor portions of the Premises for the purpose of occupying the same. Lender Beneficiary shall have the right from time to time at all times during normal business hours upon reasonable notice to examine such books, tax returns, records and accounts at the office of Borrower Grantor or other Person person maintaining such books, tax returns, records and accounts and to make such copies or extracts thereof as Lender Beneficiary shall desire. After the occurrence of an Event of Default, Borrower Grantor shall pay any costs and expenses incurred by Lender Beneficiary to examine Borrower’s and Guarantor’s Grantor's accounting records with respect to the Trust Property, as Lender Beneficiary shall determine to be necessary or appropriate in the protection of Lender’s Beneficiary's interest. (b) Borrower will Grantor shall furnish Lender (i) Beneficiary annually, within one hundred twenty ninety (12090) days following the end of each Fiscal Year of Borrower and (ii) on a quarterly basis, within forty-five (45) days following the end of each fiscal quarter of BorrowerGrantor, with a complete copy of Borrower’s Grantor's financial statement audited by an Independent certified public accountant that is acceptable to Beneficiary (in accordance with GAAP consistently applied covering (iapplied) all of the financial affairs of Borrower and (ii) the operation of the Property for such Fiscal Year or fiscal quarters, as applicable, and containing a statement of revenues and expenses, a statement of assets and liabilities and a statement of Borrower’s Grantor's equity. Each annual financial statement shall be accompanied by audited financial statements of Ashford Hospitality Trust Inc. which are audited by a nationally recognized Independent certified public accountant that is acceptable to Lender in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender). Together with the Grantor's annual financial statements required to be furnished pursuant to this Section 2.09(b)statements, Borrower Grantor shall furnish to Lender (A) Beneficiary an Officer’s 's Certificate certifying as of the date thereof (1i) that the annual financial statements accurately represent the results of operations operation and financial condition of Borrower Grantor and the Trust Property all in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender) consistently applied, and (2ii) whether there exists an event or circumstance which constitutes, or which upon notice or lapse of time or both would constitute, a Default under the Note or any other Loan Document executed and delivered by BorrowerGrantor, and if such event or circumstance exists, the nature thereof, the period of time it has existed and the action then being taken to remedy such event or circumstance and (B) together with the financial statements delivered pursuant to Section 2.09(b)(ii) above, a statement showing (1) projected Net Operating Income for the subsequent twelve (12) month period adjusted to reflect the Adjusted Net Cash Flow (subject to verification by Lender in its reasonable discretion) and (2) the calculation of the Aggregate Debt Service Coveragecircumstance. (c) During the continuance of an O&M Operative Period and when requested by Lender, Borrower will Grantor shall furnish Lender Beneficiary monthly, within twenty thirty (2030) days following the end of each month, with a true, complete and correct cash flow statement with respect to the Trust Property in the form required to be delivered pursuant to the Management Agreement attached hereto as Exhibit C and made a part hereof or such other form acceptable to Lenderhereof, showing (i) all cash receipts of any kind whatsoever and all cash payments and disbursements, and (ii) year-to-date summaries of such cash receipts, payments and disbursementsdisbursements together with Rent Rolls, occupancy reports and a statement of the sales of tenants under Space Leases, each dated as of the last day of such month, and a certification of the Manager stating that such items are true, complete and correct. (iiid) during an O&M Operative PeriodGrantor shall furnish Beneficiary monthly, within thirty (30) days following the end of each month, with a certification of the Manager stating that all Operating Expenses with respect to the Trust Property which had accrued as of the last day of the month preceding the delivery of the cash flow statement referred to in clause (c) above have been fully paid or otherwise reserved or provided for by the Manager (any such certification or any certification furnished by a Manager pursuant to clause (c) above, a calculation "Manager Certification"). (e) Grantor shall furnish Beneficiary quarterly, within thirty (30) days following the end of each fiscal quarter of Grantor, with a true, complete and correct rent roll for the Trust Property, including a list of which tenants are in default under their respective leases, dated as of the Aggregate Debt Service Coveragelast day of the fiscal quarter of Grantor, identifying each tenant, the monthly rent and additional rent, if any, payable by such tenant, the expiration date of such tenant's Lease, the security deposit, if any, held by Grantor under the Lease, the space covered by the Lease, and the arrearages for such tenant, if any, and such rent roll shall be accompanied by an Officer's Certificate, dated as of the date of the delivery of such rent roll, certifying that such rent roll is true, correct and complete in all material respects as of its date. (f) Grantor shall furnish to Beneficiary, within fifteen (15) Business Days after Beneficiary's request therefor, such further detailed information with respect to the operation of the Trust Property and the financial affairs of Grantor as may be reasonably requested by Beneficiary. (g) Grantor shall cause the Manager to furnish to Beneficiary, within thirty (30) days after the end of each month, a schedule of tenant security deposits showing any activity in the Security Deposit Account for such month, together with a certification of the Manager stating as to the balance in such Security Deposit Account and that such cash flow statement is truetenant security deposits are being held in accordance with all Legal Requirements. (h) Grantor shall furnish Beneficiary annually, complete within ninety (90) days after the end of each Fiscal Year, with a report setting forth (i) the Net Operating Income for such Fiscal Year, (ii) the average occupancy rate of the Trust Property during such Fiscal Year, (iii) the capital repairs, replacements and correct improvements performed at the Trust Property during such Fiscal Year and the aggregate Recurring Capital Expenditures made in connection therewith, (iv) the balance contained in each of the Sub-Accounts as of the end of such Fiscal Year (which balance Beneficiary shall provide upon Grantor's written request therefor), together with (v) an Officer's Certificate containing a list review of the operations of the Trust Property for such Fiscal Year. (i) Grantor shall furnish Beneficiary promptly upon transmission thereof, with copies of all litigation financial statements, proxy statements, notices and proceedings affecting Borrower or reports of the Property in REIT as the REIT shall send to its public shareholders and copies of all registration statements (without exhibits) and all reports which it files with the amount involved is $250,000 or more, if not covered by insurance Securities and Exchange Commission (or $1,000,000 any governmental body or more whether or not covered by insuranceagency succeeding to the functions of the Securities and Exchange Commission).

Financial Reports. Hyatt shall deliver to Owner, within thirty (a30) Borrower will keep days after the end of each calendar month, an unaudited financial statement prepared from the books of account maintained by Hyatt and maintain or will cause to be kept and maintained on a Fiscal Year basis, in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender) consistently applied, proper and accurate books, tax returns, records and accounts reflecting containing (i) all a statement of current assets and current liabilities of the financial affairs Hotel as of Borrower and Guarantor and the end of such calendar month, (ii) all items a profit and loss statement showing the results of income operation of the Hotel for such calendar month and for the Cumulative Period in respect of such calendar month and (iii) a statement of the Gross Receipts for such calendar month and such Cumulative Period. Within ninety (90) days after the end of such fiscal year Hyatt shall deliver to Owner a financial statement for such fiscal year (herein referred to as the "Certified Financial Statement"), containing a statement of the current assets and current liabilities of the Hotel as of the end of such fiscal year, and a profit and loss statement showing the results of operation of the Hotel (including store rentals) for such fiscal year, with an opinion thereon after an audit by a duly licensed independent certified public accounting firm retained by Hyatt and approved by Owner. (Owner hereby gives approval to the firm of Laventhol & H▇▇▇▇▇▇ if such firm is properly licensed to make such audit and give such opinion.) Such Certified Financial Statement shall set forth the Gross Receipts, the Available Cash Flow and the Annual Management Fee (broken down between the Basic Fee and the Incentive Fee) for such fiscal year. The cost of such audit in respect of such Certified Financial Statement for a fiscal year shall be charged as an expense in connection with of the operation of the Property or in connection with any services, equipment or furnishings provided in connection with the operation thereof, whether such income or expense may be realized by Borrower or by any other Person whatsoever, excepting lessees unrelated to and unaffiliated with Borrower who have leased from Borrower portions of the Premises Hotel for the purpose succeeding fiscal year. If the opinion of occupying the same. Lender shall have the right from time to time at all times during normal business hours upon reasonable notice to examine such books, tax returns, records and accounts at the office of Borrower or other Person maintaining such books, tax returns, records and accounts and to make such copies or extracts thereof as Lender shall desire. After the occurrence of an Event of Default, Borrower shall pay any costs and expenses incurred by Lender to examine Borrower’s and Guarantor’s independent certified public accounting records firm with respect to the Propertymatters set forth in such Certified Financial Statement for a fiscal year shall be an unqualified opinion, as Lender then such Certified Financial Statement shall determine be conclusive upon the parties hereto with respect to such matters and shall be deemed to be necessary or appropriate a final determination of the Gross Receipts, the Available Cash Flow and the Annual Management Fee for such fiscal year, unless either party (the "Contesting Party") shall deliver notice to the other party (the "Non-Contesting Party") contesting such statement within a period of one year from the date of delivery of the statement. Upon receipt of any such notice the parties shall negotiate in the protection of Lender’s interest. good faith to resolve any such objection. If such matter remains unresolved sixty (b) Borrower will furnish Lender (i) annually, within one hundred twenty (12060) days following after the end date of each Fiscal Year notice of Borrower objection the Contesting Party shall propose three independent certified public accounting firms of nationally recognized standing to resolve the matter and (ii) on a quarterly basis, within fortythe Non-five (45) days following the end of each fiscal quarter of Borrower, with a complete copy of Borrower’s financial statement consistently applied covering (i) all Contesting Party shall select one of the financial affairs three firms proposed, whose decision shall be binding on both parties. Any fees charged by such accounting firm shall be paid by the Contesting Party, unless the matter shall result in a net change of Borrower and (ii) more than 5% from the operation amount of the Property for such Fiscal Year or fiscal quarters, Annual Management Fee as applicable, and containing a statement of revenues and expenses, a statement of assets and liabilities and a statement of Borrower’s equity. Each annual financial statement shall be accompanied by audited financial statements of Ashford Hospitality Trust Inc. which are audited by a nationally recognized Independent certified public accountant that is acceptable to Lender stated in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender). Together with the financial statements required to be furnished pursuant to this Section 2.09(b), Borrower shall furnish to Lender (A) an Officer’s Certificate certifying as of the date thereof (1) that the financial statements accurately represent the results of operations and financial condition of Borrower and the Property all in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender) consistently applied, and (2) whether there exists a Default under the Note or any other Loan Document executed and delivered by Borrower, and if such event or circumstance exists, the nature thereof, the period of time it has existed and the action then being taken to remedy such event or circumstance and (B) together with the financial statements delivered pursuant to this Section 2.09(b)(ii) above7.4, a statement showing (1) projected Net Operating Income for in which case the subsequent twelve (12) month period adjusted to reflect fees shall be paid by the Adjusted Net Cash Flow (subject to verification by Lender in its reasonable discretion) Hotel and (2) the calculation of the Aggregate Debt Service Coverage. (c) During the continuance of an O&M Operative Period and when requested by Lender, Borrower will furnish Lender monthly, within twenty (20) days following the end of each month, with a true, complete and correct cash flow statement with respect to the Property deducted in the form required to be delivered pursuant to the Management Agreement and made a part hereof or such other form acceptable to Lender, showing (i) all cash receipts computation of any kind whatsoever and all cash payments and disbursements, (ii) year-to-date summaries of such cash receipts, payments and disbursements, and (iii) during an O&M Operative Period, a calculation of the Aggregate Debt Service Coverage, together with a certification of Manager stating that such cash flow statement is true, complete and correct and a list of all litigation and proceedings affecting Borrower or the Property in which the amount involved is $250,000 or more, if not covered by insurance (or $1,000,000 or more whether or not covered by insurance)Available Cash Flow.

Financial Reports. (a) Borrower will keep and maintain or will cause to be kept and maintained on a Fiscal Year basis, in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender) consistently applied, proper and accurate books, tax returns, records and accounts reflecting (i) all of the financial affairs of Borrower and Guarantor and (ii) all items of income and expense in connection with the operation of the Property or in connection with any services, equipment or furnishings provided in connection with the operation thereof, whether such income or expense may be realized by Borrower or by any other Person whatsoever, excepting lessees unrelated to and unaffiliated with Borrower who have leased from Borrower portions of the Premises for the purpose of occupying the same. Lender shall have the right from time to time at all times during normal business hours upon reasonable notice to examine such books, tax returns, records and accounts at the office of Borrower or other Person maintaining such books, tax returns, records and accounts and to make such copies or extracts thereof as Lender shall desire. After the occurrence of an Event of Default, Borrower shall pay any costs and expenses incurred by Lender ▇▇▇▇▇▇ to examine Borrower’s ▇▇▇▇▇▇▇▇'s, Member's and Guarantor’s 's accounting records with respect to the Property, as Lender shall determine to be necessary or appropriate in the protection of Lender’s ▇▇▇▇▇▇'s interest. (b) Borrower will furnish Lender (i) annually, within one hundred twenty (120) days following the end of each Fiscal Year of Borrower and (ii) on a quarterly basis, within forty-five thirty (4530) days following the end of each fiscal quarter of Borrower, with a complete copy of Borrower’s ▇▇▇▇▇▇▇▇'s financial statement consistently applied covering (i) all of the financial affairs of Borrower and (ii) the operation of the Property for such Fiscal Year or fiscal quarters, as applicable, and containing a statement of revenues and expenses, a statement of assets and liabilities and a statement of Borrower’s ▇▇▇▇▇▇▇▇'s equity. Each annual financial statement shall be accompanied by audited financial statements of Ashford Hospitality Trust Inc. which are audited by a nationally recognized Independent certified public accountant that is acceptable to Lender prepared in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender)) and certified by the chief financial officer of Member. Together with the financial statements required to be furnished pursuant to this Section 2.09(b), Borrower shall furnish to Lender (A) an Officer’s 's Certificate certifying as of the date thereof (1) that the financial statements accurately represent the results of operations and financial condition of Borrower and the Property all in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender) consistently applied, and (2) whether there exists a Default under the Note or any other Loan Document executed and delivered by Borrower▇▇▇▇▇▇▇▇, and if such event or circumstance exists, the nature thereof, the period of time it has existed and the action then being taken to remedy such event or circumstance and (B) together with the financial statements delivered pursuant to Section 2.09(b)(ii) above, a statement showing (1) projected Pro-Forma Net Operating Income for the subsequent twelve (12) month period adjusted to reflect the Adjusted Net Cash Flow (subject to verification by Lender in its reasonable discretion) and (2) the calculation of the Aggregate Debt Service Coverage. (c) During the continuance of an O&M Operative Period and when requested by Lender, Borrower will furnish Lender monthly, within twenty thirty (2030) days following the end of each month, with a true, complete and correct cash flow statement with respect to the Property in the form required to be delivered pursuant to the Management Agreement attached hereto as Exhibit C and made a part hereof or such other form acceptable to Lenderhereof, showing (i) all cash receipts of any kind whatsoever and all cash payments and disbursements, disbursements and (ii) year-to-date summaries of such cash receipts, payments and disbursements, and (iii) during an O&M Operative Period, Pro-Forma Net Operating Income for the subsequent twelve (12) month period adjusted to reflect the Adjusted Net Cash Flow (subject to the verification by Lender in its reasonable discretion) and a calculation of the Aggregate Debt Service Coverage, together with a certification of Manager stating that that, to the best of Manager's knowledge, such cash flow statement is true, complete and correct and a list of all litigation and proceedings affecting Borrower or the Property in which the amount involved is $250,000 or more, if not covered by insurance (or $1,000,000 or more whether or not covered by insurance). (d) Borrower will furnish Lender monthly, within thirty (30) days following the end of each month, with a certification of Manager stating that all Operating Expenses with respect to the Property which had accrued as of the last day of the month preceding the delivery of the cash flow statement referred to in clause (c) above have been fully paid or otherwise reserved for by Manager (any such certification or any certification furnished by a Manager pursuant to clause (c) above, a "Manager Certification"). (e) Borrower will furnish Lender annually, within thirty (30) days following the end of each year and within thirty (30) days following receipt of a request therefor, with a true, complete and correct rent roll for the Property, including a list of which tenants are in default under their respective leases, dated as of the date of Lender's request, identifying each tenant, the monthly rent and additional rent, if any, payable by such tenant, the expiration date of such tenant's Lease, the security deposit, if any, held by Borrower under the Lease, the space covered by the Lease, each tenant that has filed a bankruptcy, insolvency, or reorganization proceeding since delivery of the last such rent roll, and the arrearages for such tenant, if any, and such rent roll shall be accompanied by an Officer's Certificate, dated as of the date of the delivery of such rent roll, certifying that such rent roll is true, correct and complete in all material respects as of its date. (f) Borrower shall furnish to Lender, within thirty (30) days after ▇▇▇▇▇▇'s request therefor, with such further detailed information with respect to the operation of the Property and the financial affairs of Borrower as may be reasonably requested by ▇▇▇▇▇▇. (g) Borrower shall cause Manager to furnish to Lender, within thirty (30) days following the end of each month, a schedule of tenant security deposits showing any activity in the Security Deposit Account for such month, together with a certification of Manager as to the balance in such Security Deposit Account and that such tenant security deposits are being held in accordance with all Legal Requirements. (h) Borrower will furnish Lender annually, within one hundred twenty (120) days after the end of each Fiscal Year, with a report setting forth (i) the Net Operating Income for such Fiscal Year, (ii) the average occupancy rate of the Property during such Fiscal Year, and (iii) the capital repairs, replacements and improvements performed at the Property during such Fiscal Year and the aggregate Recurring Replacement Expenditures made in connection therewith. (i) Intentionally Deleted. (j) During any O&M Operative Period or at any time during the continuance of any Event of Default, Borrower shall submit to Lender for ▇▇▇▇▇▇'s written approval an Annual Budget not later than sixty (60) days prior to the commencement of each Fiscal Year or, with respect to the Fiscal Year in which the Closing Date occurs, within sixty (60) days of the Closing Date, in form satisfactory to Lender setting forth in reasonable detail budgeted monthly operating income and monthly operating capital and other expenses for the Property. Each Annual Budget shall contain, among other things, limitations on management fees, third party service fees, and other expenses as Borrower may reasonably determine. Lender shall have the right to approve such Annual Budget which approval shall not be unreasonably withheld, and in the event that Lender objects to the proposed Annual Budget submitted by Borrower, Lender shall advise Borrower of such objections within fifteen (15) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall, within ten (10) days after receipt of notice of any such objections, revise such Annual Budget and resubmit the same to Lender. Lender shall advise Borrower of any objections to such revised Annual Budget within ten (10) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall revise the same in accordance with the process described herein until Lender approves an Annual Budget, provided, however, that if Lender shall not advise Borrower of its objections to any proposed Annual Budget within the applicable time period set forth in this Section, then such proposed Annual Budget shall be deemed approved by Lender. Until such time that Lender approves a proposed Annual Budget, the most recently Approved Annual Budget shall apply; provided that, such Approved Annual Budget shall be adjusted to reflect actual increases in Basic Carrying Costs and utilities expenses. In the event that Borrower must incur an Extraordinary Expense, then Borrower shall promptly deliver to Lender a reasonably detailed explanation of such proposed Extraordinary Expense for ▇▇▇▇▇▇'s approval, which approval may be granted or denied in ▇▇▇▇▇▇'s sole and absolute discretion. (k) In the event that Borrower fails to deliver any of the financial statements, reports or other information required to be delivered to Lender pursuant to this Section 2.09 on or prior to their due dates, if any such failure shall continue for ten (10) days following notice thereof from Lender, Borrower shall pay to Lender on each Payment Date for each month or portion thereof that any such financial statement, report or other information remains undelivered, an administrative fee in the amount of One Thousand Five Hundred Dollars ($1,500) multiplied by the number of undelivered statements, reports or other items. Borrower agrees that such administrative fee (i) is a fair and reasonable fee necessary to compensate Lender for its additional administrative costs and increased costs relating to ▇▇▇▇▇▇▇▇'s failure to deliver the aforementioned statements, reports or other items as and when required hereunder and (ii) is not a penalty. (l) If, at the time one or more Disclosure Documents are being prepared for a securitization, Lender expects that Borrower alone or Borrower and one or more affiliates of Borrower collectively, or the Property alone or the Property and any other parcel(s) of real property, together with improvements thereon and personal property related thereto, that is "related", within the meaning of the definition of Significant Obligor, to the Property (a "Related Property") collectively, will be a Significant Obligor, Borrower shall furnish to Lender upon request (i) the selected financial data or, if applicable, net operating income, required under Item 1112(b)(1) of Regulation AB and meeting the requirements thereof, if Lender expects that the principal amount of the Loan, together with any loans made to an affiliate of Borrower or secured by a Related Property that is included in a securitization with the Loan (a "Related Loan"), as of the cut-off date for such securitization may, or if the principal amount of the Loan together with any Related Loans as of the cut-off date for such securitization and at any time during which the Loan and any Related Loans are included in a securitization does, equal or exceed ten percent (10%) (but less than twenty percent (20%)) of the aggregate principal amount of all mortgage loans included or expected to be included, as applicable, in the securitization or (ii) the financial statements required under Item 1112(b)(2) of Regulation AB and meeting the requirements thereof, if Lender expects that the principal amount of the Loan together with any Related Loans as of the cut-off date for such securitization may, or if the principal amount of the Loan together with any Related Loans as of the cut-off date for such securitization and at any time during which the Loan and any Related Loans are included in a securitization does, equal or exceed twenty percent (20%) of the aggregate principal amount of all mortgage loans included or expected to be included, as applicable, in the securitization. Such financial data or financial statements shall be furnished to Lender (A) within ten (10) Business Days after notice from Lender in connection with the preparation of Disclosure Documents for the securitization, (B) not later than thirty (30) days after the end of each fiscal quarter of Borrower and (C) not later than seventy-five (75) days after the end of each fiscal year of Borrower; provided, however, that Borrower shall not be obligated to furnish financial data or financial statements pursuant to clauses (B) or (C) of this sentence with respect to any period for which a filing pursuant to the Securities Exchange Act of 1934 in connection with or relating to the securitization (an "Exchange Act Filing") is not required. As used herein, "Regulation AB" shall mean Regulation AB under the Securities Act of 1933 and the Securities Exchange Act of 1934 (as amended). As used herein, "Disclosure Document" shall mean a prospectus, prospectus supplement, private placement memorandum, or similar offering memorandum or offering circular, in each case in preliminary or final form, used to offer securities in connection with a securitization. As used herein, "Significant Obligor" shall have the meaning set forth in Item 1101(k) of Regulation AB.

Financial Reports. (a) Borrower will keep and maintain or will cause to be kept and maintained on a Fiscal Year basis, in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender) consistently applied, proper and accurate books, tax returns, records and accounts reflecting (i) all of the financial affairs of Borrower and Guarantor and (ii) all items of income and expense in connection with the operation of the Property or in connection with any services, equipment or furnishings provided in connection with the operation thereof, whether such income or expense may be realized by Borrower or by any other Person whatsoever, excepting lessees unrelated to and unaffiliated with Borrower ▇▇▇▇▇▇▇▇ who have leased from Borrower portions of the Premises for the purpose of occupying the same. Lender shall have the right from time to time at all times during normal business hours upon reasonable notice to examine such books, tax returns, records and accounts at the office of Borrower or other Person maintaining such books, tax returns, records and accounts and to make such copies or extracts thereof as Lender shall desire. After During the occurrence continuance of an Event of Default, Borrower shall pay any costs and expenses incurred by Lender ▇▇▇▇▇▇ to examine Borrower▇▇▇▇▇▇▇▇’s and Guarantor’s accounting records with respect to the Property, as Lender shall determine to be necessary or appropriate in the protection of Lender▇▇▇▇▇▇’s interest. (b) Borrower will furnish Lender (i) annually, within one hundred twenty (120) days following the end of each Fiscal Year of Borrower and (ii) on a quarterly basis, within forty-five (45) days following the end of each fiscal quarter of Borrower, with a complete copy of Borrower’s financial statement consistently applied covering (i) all of the financial affairs of Borrower and (ii) the operation of the Property for such Fiscal Year or fiscal quarters, as applicable, and containing a statement of revenues and expenses, a statement of assets and liabilities and a statement of Borrower’s equity. Each annual financial statement shall be accompanied by audited financial statements of Ashford Hospitality Trust Inc. which are audited by a nationally recognized Independent certified public accountant that is acceptable to Lender in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender). Together with the financial statements required to be furnished pursuant to this Section 2.09(b), Borrower shall furnish to Lender (A) an Officer’s Certificate certifying as of the date thereof (1) that the financial statements accurately represent the results of operations and financial condition of Borrower and the Property all in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender) consistently applied, and (2) whether there exists a Default under the Note or any other Loan Document executed and delivered by Borrower▇▇▇▇▇▇▇▇ and, and if such event or circumstance exists, the nature thereof, the period of time it has existed and the action then being taken to remedy such event or circumstance and (B) together with the financial statements delivered pursuant to Section 2.09(b)(ii) above, a statement showing (1) projected Pro-Forma Net Operating Income for the subsequent twelve (12) month period adjusted to reflect the Adjusted Net Cash Flow (subject to verification by Lender in its reasonable discretion) and (2) the calculation of the Aggregate Debt Service Coverage. (c) During the continuance of an O&M Operative Period and when requested by Lender▇▇▇▇▇▇, Borrower will furnish Lender monthly, within twenty thirty (2030) days following the end of each month, with a true, complete and correct cash flow statement with respect to the Property in the form required to be delivered pursuant to the Management Agreement attached hereto as Exhibit C and made a part hereof or such other form acceptable to Lenderhereof, showing (i) all cash receipts of any kind whatsoever and all cash payments and disbursements, (ii) year-to-date summaries of such cash receipts, payments and disbursements, and (iii) during an O&M Operative Period, Pro-Forma Net Operating Income for the subsequent twelve (12) month period adjusted to reflect the Adjusted Net Cash Flow (subject to the verification by Lender in its reasonable discretion) and a calculation of the Aggregate Debt Service Coverage, together with a certification of Manager stating that such cash flow statement is true, complete and correct and a list of all litigation and proceedings affecting Borrower or the Property in which the amount involved is $250,000 or more, if not covered by insurance (or $1,000,000 or more whether or not covered by insurance). (d) During the continuance of an O&M Operative Period and when requested by ▇▇▇▇▇▇, Borrower will furnish Lender monthly, within thirty (30) days following the end of each month, with a certification of Manager stating that all Operating Expenses with respect to the Property which had accrued as of the last day of the month preceding the delivery of the cash flow statement referred to in clause (c) above have been fully paid or otherwise reserved for by Manager (any such certification or any certification furnished by a Manager pursuant to clause (c) above, a “Manager Certification”). (e) Borrower will furnish Lender annually, within thirty (30) days following the end of each year and within thirty (30) days following receipt of such request therefore, with a true, complete and correct rent roll for the Property, including a list of which tenants are in default under their respective Leases, dated as of the date of Lender’s request, identifying each tenant, the monthly rent and additional rent, if any, payable by such tenant, the expiration date of such tenant’s Lease, the security deposit, if any, held by Borrower under the Lease, the space covered by the Lease, each tenant that has filed a bankruptcy, insolvency, or reorganization proceeding since delivery of the last such rent roll, the sales per square foot of each tenant, to the extent reported by tenants under the terms of the Leases and the arrearages for such tenant, if any, and such rent roll shall be accompanied by an Officer’s Certificate, dated as of the date of the delivery of such rent roll, certifying that such rent roll is true, correct and complete in all material respects as of its date. (f) Borrower shall furnish to Lender, within thirty (30) days after ▇▇▇▇▇▇’s request therefor, with such further detailed information with respect to the operation of the Property and the financial affairs of Borrower as may be reasonably requested by ▇▇▇▇▇▇. (g) Borrower shall cause Manager to furnish to Lender, within thirty (30) days following the end of each month, a schedule of tenant security deposits showing any activity in the Security Deposit Account for such month, together with a certification of Manager as to the balance in such Security Deposit Account and that such tenant security deposits are being held in accordance with all Legal Requirements. (h) Borrower will furnish Lender annually, within one hundred twenty (120) days after the end of each Fiscal Year, with a report setting forth (i) the Net Operating Income for such Fiscal Year, (ii) the average occupancy rate of the Property during such Fiscal Year and (iii) the capital repairs, replacements and improvements performed at the Property during such Fiscal Year and the aggregate Recurring Replacement Expenditures made in connection therewith. (i) Borrower shall and shall cause Guarantor to furnish to Lender annually, within thirty (30) days of filing its respective tax return, a copy of such tax return and within one hundred twenty (120) days after the end of each Fiscal Year, a statement of net worth of the Guarantor. (j) Borrower shall submit to Lender for ▇▇▇▇▇▇’s written approval an Annual Budget not later than forty-five (45) days prior to the commencement of each Fiscal Year or, with respect to the Fiscal Year in which the Closing Date occurs, within sixty (60) days of the Closing Date, in form satisfactory to Lender setting forth in reasonable detail budgeted monthly operating income and monthly operating capital and other expenses for the Property. Each Annual Budget shall contain, among other things, limitations on management fees, third party service fees, and other expenses as Borrower may reasonably determine. Lender shall have the right to approve such Annual Budget which approval shall not be unreasonably withheld, and in the event that Lender objects to the proposed Annual Budget submitted by Borrower, Lender shall advise Borrower of such objections within fifteen (15) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall, within ten (10) days after receipt of notice of any such objections, revise such Annual Budget and resubmit the same to Lender. Lender shall advise Borrower of any objections to such revised Annual Budget within ten (10) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall revise the same in accordance with the process described herein until Lender approves an Annual Budget, provided, however, that if Lender shall not advise Borrower of its objections to any proposed Annual Budget within the applicable time period set forth in this Section, then such proposed Annual Budget shall be deemed approved by Lender. Until such time that Lender approves a proposed Annual Budget, the most recently Approved Annual Budget shall apply; provided that, such Approved Annual Budget shall be adjusted to reflect actual increases in Basic Carrying Costs and utilities expenses and to delete any non-recurring expenses. In the event that ▇▇▇▇▇▇▇▇ must incur an Extraordinary Expense, then Borrower shall promptly deliver to Lender a reasonably detailed explanation of such proposed Extraordinary Expense for ▇▇▇▇▇▇’s approval, which approval may be granted or denied in ▇▇▇▇▇▇’s reasonable discretion. (k) In the event that Borrower fails to deliver any of the financial statements, reports or other information required to be delivered to Lender pursuant to this Section 2.09 on or prior to their due dates, if any such failure shall continue for twenty (20) days following notice thereof from Lender, Borrower shall pay to Lender an administrative fee in the amount of One Thousand Dollars ($1,000) for each due date with respect to which such a failure occurs (and not on a per item or per diem basis). Borrower agrees that such administrative fee (i) is a fair and reasonable fee necessary to compensate Lender for its additional administrative costs and increased costs relating to Borrower’s failure to deliver the aforementioned statements, reports or other items as and when required hereunder and (ii) is not a penalty.

Financial Reports. (a) Borrower will keep and maintain or will cause to be kept and maintained on a Fiscal Year basis, in accordance with GAAP and The GAAP, the Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender) consistently applied, proper and accurate books, tax returns, records and accounts reflecting (i) all of the financial affairs of Borrower and Borrower, Guarantor and (ii) all items of income and expense in connection with the operation of the Property or in connection with any services, equipment or furnishings provided in connection with the operation thereof, whether such income or expense may be realized by Borrower or by any other Person whatsoever, excepting lessees unrelated to and unaffiliated with Borrower who have leased from Borrower portions of the Premises for the purpose of occupying the same. Lender shall have the right from time to time at all times during normal business hours upon reasonable notice to examine such books, tax returns, records and accounts at the office of Borrower or other Person maintaining such books, tax returns, records and accounts and to make such copies or extracts thereof as Lender shall desire. After the occurrence of an Event of Default, Borrower shall pay any costs and expenses incurred by Lender to examine Borrower’s and ’s, Guarantor’s accounting records with respect to the Property, as Lender shall determine to be necessary or appropriate in the protection of Lender’s interest. (b) Borrower will furnish Lender (i) annually, within one hundred twenty (120) days following the end of each Fiscal Year of Borrower and (ii) on a quarterly basis, within forty-five (45) days following the end of each fiscal quarter of Borrower, with a complete copy of Borrower’s financial statement consistently applied covering (i) all of the financial affairs of Borrower and (ii) the operation of the Property for such Fiscal Year or fiscal quarters, as applicable, and containing a statement of revenues and expenses, a statement of assets and liabilities and a statement of Borrower’s equity. Each annual financial statement shall be accompanied by audited financial statements of Ashford Hospitality Trust Inc. which are audited by a nationally recognized Independent certified public accountant that is acceptable to Lender in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender). Together with the financial statements required to be furnished pursuant to this Section 2.09(b), Borrower shall furnish to Lender (A) an Officer’s Certificate certifying as of the date thereof (1) that the financial statements accurately represent the results of operations and financial condition of Borrower and the Property all in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender) consistently applied, and (2) whether there exists a Default under the Note or any other Loan Document executed and delivered by Borrower, and if such event or circumstance exists, the nature thereof, the period of time it has existed and the action then being taken to remedy such event or circumstance and (B) together with the financial statements delivered pursuant to Section 2.09(b)(ii) above, a statement showing (1) projected Net Operating Income for the subsequent twelve (12) month period adjusted to reflect the Adjusted Net Cash Flow (subject to verification by Lender in its reasonable discretion) and (2) the calculation of the Aggregate Debt Service Coverage. (c) During the continuance of an O&M Operative Period and when requested by Lender, Borrower will furnish Lender monthly, within twenty (20) days following the end of each month, with a true, complete and correct cash flow statement with respect to the Property in the form required to be delivered pursuant to the Management Agreement and made a part hereof or such other form acceptable to Lender, showing (i) all cash receipts of any kind whatsoever and all cash payments and disbursements, (ii) year-to-date summaries of such cash receipts, payments and disbursements, and (iii) during an O&M Operative Period, a calculation of the Aggregate Debt Service Coverage, together with a certification of Manager stating that such cash flow statement is true, complete and correct and a list of all litigation and proceedings affecting Borrower or the Property in which the amount involved is $250,000 or more, if not covered by insurance (or $1,000,000 or more whether or not covered by insurance).five

Financial Reports. (a) Borrower will keep and maintain or will cause to be kept and maintained on a Fiscal Year basis, in accordance with GAAP and The the Uniform System of Accounts Accounts, as applicable (or such other accounting basis reasonably acceptable to Lender) consistently applied, proper and accurate books, tax returns, records and accounts reflecting (i) all of the financial affairs of Borrower and Guarantor and (ii) all items of income and expense in connection with the operation of the Property or in connection with any services, equipment or furnishings provided in connection with the operation thereof, whether such income or expense may be realized by Borrower Borrower, Operating Tenant or by any other Person whatsoever, excepting lessees unrelated to and unaffiliated with Borrower who have leased from Borrower portions of the Premises for the purpose of occupying the sameAffiliate thereof. Lender shall have the right from time to time at all times during normal business hours upon reasonable notice to examine such books, tax returns, records and accounts at the office of Borrower or other Person maintaining such books, tax returns, records and accounts and to make such copies or extracts thereof as Lender shall desire. After the occurrence of an Event of Default, Borrower shall pay any costs and expenses incurred by Lender to examine Borrower’s 's and Guarantor’s 's accounting records with respect to the Property, as Lender shall determine to be necessary or appropriate in the protection of Lender’s 's interest. (b) Borrower will furnish Lender (i) annually, within one hundred twenty (120) days following the end of each Fiscal Year of Borrower and (ii) on a quarterly basis, within forty-five (45) days following the end of each fiscal quarter of Borrower, with a complete copy of Borrower’s 's financial statement consistently applied covering (i) all of the financial affairs of Borrower and (ii) the operation of the Property for such Fiscal Year or fiscal quarters, as applicable, and containing a statement of revenues and expenses, a statement of assets and liabilities and a statement of Borrower’s 's equity. Each annual financial statement shall be accompanied by audited financial statements of Ashford Hospitality Trust Inc. which are audited by a nationally recognized Independent certified public accountant that is acceptable to Lender in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender). Together with the financial statements required to be furnished pursuant to this Section 2.09(b), Borrower shall furnish to Lender (A) an Officer’s Certificate certifying as of the date thereof other (1) Capital Expenditures (including for this purpose any and all additions to, and replacements of, furniture, fixtures and equipment) made in respect of the Property, including separate line items with respect to any project costing in excess of $500,000, (2) occupancy levels for the Property for such period and (3) average daily room rates at the Property for such period. (c) Borrower will furnish, or cause to be furnished, to Lender on or before the forty-fifth (45th) day after the end of each fiscal quarter of Borrower (a) during an O&M Operative Period, a comparison of the budgeted income and expenses and the actual income and expenses for such quarter for the Property, together with a detailed explanation of any variances of five percent (5%) or more between budgeted and actual amounts in the aggregate and on a line-item basis for such period and year to date; provided, however, that Borrower shall not be obligated to provide such detailed explanation for line items the actual amounts for such quarter of which are less than $100,000, in each case accompanied by an Officer's Certificate, certifying that to the best of Borrower's Knowledge and the best of such officer's knowledge such items are true, correct, accurate and complete and fairly present the financial statements accurately represent the condition and results of the operations and financial condition of Borrower and the Property in a manner consistent with GAAP (subject to normal year end adjustments) to the extent applicable and (b) a calculation of Debt Service Coverage for the trailing four (4) fiscal quarters of Borrower. (d) At any time during which (i) Rent under Space Leases exceeds ten percent (10%) of annual Operating Income, or (ii) an O&M Operative Period exists, within fifteen (15) days after request by Lender, Borrower shall deliver to Lender a true and complete rent roll for the Property, dated as of the last month of such Fiscal Year, showing the percentage of gross leasable area of the Property, if any, leased as of the last day of the preceding Fiscal Year, the current annual rent for the Property, the expiration date of each Lease, whether, to Borrower's knowledge, any portion of the Property has been sublet, and if it has, the name of the subtenant, and such rent roll shall be accompanied by an Officer's Certificate certifying that such rent roll is true, correct and complete in all material respects as of its date and stating whether Borrower, within the past year, has issued a notice of default with respect to any Lease which has not been cured and the nature of such default. (e) Borrower shall furnish to Lender, within thirty (30) days after Lender's request therefor, with such further detailed information with respect to the operation of the Property and the financial affairs of Borrower as may be reasonably requested by Lender. (f) Borrower and/or Operating Tenant shall cause Manager to keep and maintain on a Fiscal Year basis, in accordance with GAAP and The and/or the Uniform System of Accounts Accounts, as applicable (or such other accounting basis reasonably acceptable to Lender) consistently applied, proper and (2) accurate books, records and accounts on an accrual basis reflecting all items of income and expense in connection with the operation of the Property or in connection with any services, equipment or furnishings provided in connection with the operation thereof, whether there exists a Default under the Note such income or expense may be realized by Manager or by any other Loan Document executed and delivered by BorrowerPerson whatsoever. Lender shall have the right, and if such event or circumstance exists, to the nature thereof, the period of time it has existed and the action then being taken to remedy such event or circumstance and (B) together with the financial statements delivered extent permitted pursuant to Section 2.09(b)(ii) abovethe terms of the Management Agreement, a statement showing (1) projected Net Operating Income for from time to time at all times during normal business hours upon reasonable notice to examine such books, records and accounts at the subsequent twelve (12) month period adjusted office of Manager or other Person maintaining such books, records and accounts and to reflect make such copies or extracts thereof as Lender shall desire. After the Adjusted Net Cash Flow (subject to verification occurrence of an Event of Default, Borrower shall pay any costs and expenses incurred by Lender to examine Manager's accounting records with respect to the Property, as Lender shall determine to be necessary or appropriate in its reasonable discretion) and (2) the calculation protection of the Aggregate Debt Service CoverageLender's interest. (cg) During the continuance of an O&M Operative Period and when requested by Lender, Borrower will shall furnish to Lender monthly, within twenty thirty (2030) days following the end of each calendar month, with unaudited operating statements for the Property and a truereport of average daily occupancy rates of the Property, complete and correct cash flow statement in each case accompanied by an Officer's Certificate certifying (i) with respect to the Property in the form required to be delivered pursuant operating statements, that, to the Management Agreement best of Borrower's knowledge and made a part hereof or the best of such other form acceptable to Lenderofficer's knowledge, showing (i) all cash receipts such statements are true, correct, accurate and complete and fairly present the results of any kind whatsoever the operations of Borrower and all cash payments and disbursementsthe Property, (ii) year-to-date summaries with respect to the average daily occupancy rate reports, that such item is, to the best of Borrower's knowledge and the best of such cash receiptsofficer's knowledge, payments true, correct and disbursementsaccurate and complete and fairly present the results of the operations of Borrower and the Property, and (iii) during an any O&M Operative Period, a calculation of the Aggregate Debt Service Coverage, together with a certification of Manager stating that such cash flow statement is true, complete and correct and a list of all litigation and proceedings affecting deposits received in connection with any Membership Agreements. Borrower or shall also provide Lender with copies of all STR Reports received by Borrower during the Property in which the amount involved is $250,000 or more, if not covered by insurance (or $1,000,000 or more whether or not covered by insurance)preceding month.

Financial Reports. (a) Borrower will shall keep accurate and maintain or will cause to be kept and maintained on a Fiscal Year basis, in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender) consistently applied, proper and accurate complete books, tax returns, records and accounts reflecting accounts. Borrower shall, within five (i5) all of days after request and at the financial affairs of Borrower and Guarantor and (ii) all items of income cost and expense in connection with the operation of the Property or in connection with Lender, deliver to Lender any services, equipment or furnishings provided in connection with the operation thereof, whether of such income or expense books and records as may be realized requested by Borrower or by any other Person whatsoever, excepting lessees unrelated to and unaffiliated with Borrower who have leased from Borrower portions of the Premises for the purpose of occupying the sameLender. Lender shall have the right from time to time at all times during normal business hours upon reasonable notice to examine such books, tax returns, records and accounts at the office of Borrower or other Person maintaining such books, tax returns, records and accounts and to make such copies or extracts thereof as Lender shall desire. After Borrower shall, from time to time, within five (5) days after request and at the occurrence cost and expense of an Event of DefaultLender, Borrower shall pay any costs deliver to Lender such information, reports and expenses incurred by Lender to examine Borrower’s and Guarantor’s accounting records additional financial information with respect to the Property, as Lender shall determine to be necessary or appropriate in the protection of Lender’s interest. (b) Borrower will furnish Lender (i) annually, within one hundred twenty (120) days following the end of each Fiscal Year of Borrower and (ii) on a quarterly basis, within forty-five (45) days following the end of each fiscal quarter of Borrower, with a complete copy of Borrower’s financial statement consistently applied covering (i) all of the financial affairs of Borrower as Lender shall reasonably request. Borrower will furnish Lender with all reports and (ii) other periodic information that Borrower is required to provide to its partners under the operation terms of the Property for such Fiscal Year or fiscal quarters, as applicable, and containing a statement of revenues and expenses, a statement of assets and liabilities and a statement of BorrowerPartnership Agreement. At Lender’s equity. Each annual financial statement shall be accompanied by audited financial statements of Ashford Hospitality Trust Inc. which are audited by a nationally recognized Independent certified public accountant that is acceptable to Lender in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender). Together with the financial statements required to be furnished pursuant to this Section 2.09(b)request, Borrower shall furnish to Lender (A) an Officer’s Certificate certifying as of the date thereof (1i) that the annual financial statements accurately represent the results of operations and financial condition of Borrower and the Property all in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender) consistently appliedBorrower, and (2ii) whether there exists an event or circumstance which constitutes, or which upon notice or lapse of time or both would constitute, a Default under the Note or any other Loan Document executed and delivered by Borrower, and if such event or circumstance exists, the nature thereof, the period of time it has existed and the action then being taken to remedy such event or circumstance circumstance. Borrower shall at all times while the Mortgage Loan is outstanding, deliver to Lender a copy of all financial statements, reports, books, records and (B) together with the financial statements accounts required to be delivered to Mortgage Lender pursuant to Section 2.09(b)(ii) abovethe terms of the Mortgage Loan Documents within the time frames set forth in the Mortgage Loan Documents for the delivery of such financial statements, reports, books, records and accounts (and, with each monthly statement of revenues and expenses delivered or required to be delivered under the Mortgage Loan Documents, a statement showing (1) projected Net Operating Income for comparison of such revenues and expenses to the subsequent twelve (12) month period adjusted Annual Budget). Borrower shall furnish to reflect the Adjusted Net Cash Flow (subject to verification by Lender in its reasonable discretion) and (2) the calculation of the Aggregate Debt Service Coverage. (c) During the continuance of an O&M Operative Period and when requested by Lender, Borrower will furnish Lender monthly, within twenty thirty (2030) days following the end of each month, with a true, complete and correct cash flow statement after Lender’s request therefor such further detailed information with respect to the Property in the form required to be delivered pursuant to the Management Agreement and made a part hereof or such other form acceptable to Lender, showing (i) all cash receipts of any kind whatsoever and all cash payments and disbursements, (ii) year-to-date summaries of such cash receipts, payments and disbursements, and (iii) during an O&M Operative Period, a calculation operation of the Aggregate Debt Service Coverage, together with a certification Property and the financial affairs of Manager stating that such cash flow statement is true, complete and correct and a list of all litigation and proceedings affecting Borrower or the Property in which the amount involved is $250,000 or more, if not covered as may be reasonably requested by insurance (or $1,000,000 or more whether or not covered by insurance)Lender.

Financial Reports. Within thirty (a30) Borrower will keep and maintain or will cause to be kept and maintained on a Fiscal Year basiscalendar days after the end of each calendar month, in accordance Operator shall provide the Board with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender) consistently applied, proper and accurate books, tax returns, records and accounts reflecting (i) all an unaudited balance sheet with respect to the Veterans Home, dated the last day of the financial affairs of Borrower and Guarantor such month, and (ii) an unaudited statement of income and expenses for such month relating to the operation of the Veterans Home, and (iii) a schedule of all items accounts receivable depicting the previous month’s ending balance, payments applied during the month, adjustments, current month’s invoice amounts, the new month’s ending balance, and (iv) an accounts receivable aging; • Within forty-five (45) days after the end of the fiscal year of the Veterans Home, Operator shall provide the Board with financial statements that will allow the Board to perform its fiscal year-end audit. These include (i) a balance sheet of the Veterans Home dated the last day of said fiscal year; (ii) a statement of income and expense in connection with for the year then ended relating to the operation of the Property or in connection with any services, equipment or furnishings provided in connection with the operation thereof, whether such income or expense may be realized by Borrower or by any other Person whatsoever, excepting lessees unrelated to Veterans Home; and unaffiliated with Borrower who have leased from Borrower portions (iii) a statement of the Premises cash flows for the purpose of occupying year then ended for the sameVeterans Home. Lender Such financial statements shall have the right from time to time at all times during normal business hours upon reasonable notice to examine such booksbe signed by Operator’s Chief Financial Officer, tax returnsChief Accounting Officer, records or equivalent position certifying their accuracy; and accounts at the office of Borrower or other Person maintaining such books, tax returns, records and accounts and to make such copies or extracts thereof as Lender shall desire. After the occurrence of an Event of Default, Borrower shall pay any costs and expenses incurred by Lender to examine Borrower’s and Guarantor’s accounting records with respect to the Property, as Lender shall determine to be necessary or appropriate in the protection of Lender’s interest. (b) Borrower will furnish Lender (i) annually, within • Within one hundred twenty (120) days following after the end of each Fiscal Year Operator’s fiscal year, which ends on September 30, Operator shall provide the Board with combined audited financial statements from an auditor acceptable to the Board including (i) a balance sheet of Borrower and the Veterans Home dated the last day of said fiscal year; (ii) a statement of income and expense for the year then ended relating to the operation of the Veterans Home; (iii) a statement of cash flows for the year then ended for the Veterans Home; and (iv) audit adjustments reconciling audited annual financial statements to unaudited monthly financial statements previously provided by Operator. The balance sheet and statement of income and expense shall include columns setting forth the applicable amounts for the prior fiscal year. Operator shall prepare reports comparing that data reported in the proceeding sentence to data from the prior year’s operations (if applicable) and compare the current reports to the budget developed for the same year. In this connection, all such reports shall be prepared on forms reasonably acceptable to the Board and Operator, and all statements and reports shall be prepared on an accrual basis in accordance with GAAP consistently applied. Operator shall also provide, on a quarterly monthly basis, within forty-five (45) days following a statement reconciling the end Veterans Home’s accounts receivable to its cash receipts. As additional support to required reporting information under this Agreement, Operator shall, at the Board’s request, provide the Board with access to and/or copies of each fiscal quarter of Borrower, with a complete copy of Borrower’s financial statement consistently applied covering (i) all of the financial affairs of Borrower bank statements and reconciliations; (ii) the operation of the Property for such Fiscal Year or fiscal quarters, as applicable, and containing a statement of revenues and expenses, a statement of assets and liabilities and a statement of Borrower’s equity. Each annual financial statement shall be accompanied by audited financial statements of Ashford Hospitality Trust Inc. which are audited by a nationally recognized Independent certified public accountant that is acceptable to Lender in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender). Together with the financial statements required to be furnished pursuant to this Section 2.09(b), Borrower shall furnish to Lender (A) an Officer’s Certificate certifying as of the date thereof (1) that the financial statements accurately represent the results of operations and financial condition of Borrower and the Property all in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender) consistently applied, and (2) whether there exists a Default under the Note or any other Loan Document executed and delivered by Borrower, and if such event or circumstance exists, the nature thereof, the period of time it has existed and the action then being taken to remedy such event or circumstance and (B) together with the financial statements delivered pursuant to Section 2.09(b)(ii) above, a statement showing (1) projected Net Operating Income for the subsequent twelve (12) month period adjusted to reflect the Adjusted Net Cash Flow (subject to verification by Lender in its reasonable discretion) and (2) the calculation of the Aggregate Debt Service Coverage. (c) During the continuance of an O&M Operative Period and when requested by Lender, Borrower will furnish Lender monthly, within twenty (20) days following the end of each month, with a true, complete and correct cash flow statement with respect to the Property in the form required to be delivered pursuant to the Management Agreement and made a part hereof or such other form acceptable to Lender, showing (i) all detailed cash receipts of any kind whatsoever and all cash payments and disbursements, (ii) year-to-date summaries of such cash receipts, payments and disbursements, and disbursement records; (iii) during an O&M Operative Period, a calculation of the Aggregate Debt Service Coverage, together with a certification of Manager stating that such cash flow statement is true, complete and correct and a list of all litigation and proceedings affecting Borrower or the Property in which the amount involved is $250,000 or more, if not covered by insurance (or $1,000,000 or more whether or not covered by insurance).general ledger listing;

Financial Reports. (a) Borrower will keep and maintain or will cause to be kept and maintained on a Fiscal Year basis, in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender) consistently applied, proper and accurate books, tax returns, records and accounts reflecting (i) all of the financial affairs of Borrower and Guarantor and (ii) all items of income and expense in connection with the operation of the Property or in connection with any services, equipment or furnishings provided in connection with the operation thereof, whether such income or expense may be realized by Borrower or by any other Person whatsoever, excepting lessees unrelated to and unaffiliated with Borrower who have leased from Borrower portions of the Premises Property for the purpose of occupying the same. Lender shall have the right from time to time at all times during normal business hours upon reasonable notice to examine such books, tax returns, records and accounts at the office of Borrower or other Person maintaining such books, tax returns, records and accounts and to make such copies or extracts thereof as Lender shall desire. After the occurrence of While an Event of DefaultDefault exists, Borrower shall pay any costs and expenses incurred by Lender to examine Borrower’s and Guarantor’s accounting records with respect to the Property, as Lender shall determine to be necessary or appropriate in the protection of Lender’s interest. (b) Borrower will furnish Lender (i) annually, within one hundred twenty (120) days following the end of each Fiscal Year of Borrower and (ii) on a quarterly basis, within forty-five (45) days following the end of each fiscal quarter of Borrower, with a complete copy of Borrower’s financial statement consistently applied covering (ix) all of the financial affairs of Borrower and (iiy) the operation of the Property for such Fiscal Year or fiscal quarters, as applicable, quarter and containing a statement of revenues and expenses, a statement of assets and liabilities balance sheet and a statement of Borrower’s equity. Each annual financial statement shall be accompanied by audited financial statements of Ashford Hospitality Trust Inc. which are audited by a nationally recognized Independent certified public accountant that is acceptable to Lender in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender). Together with the quarterly financial statements required to be furnished pursuant to this Section 2.09(b), Borrower shall furnish to Lender (A) an Officer’s Certificate certifying as of the date thereof (1) that the financial statements accurately represent the results of operations and financial condition of Borrower and the Property all in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender) consistently applied, and (2) whether whether, to Borrower’s best knowledge, there exists a Default under the Note or any other Loan Document executed and delivered by Borrower, and if such event or circumstance exists, the nature thereof, the period of time it has existed and the action then being taken to remedy such event or circumstance and (B) together with the financial statements delivered pursuant to Section 2.09(b)(ii) above, a statement showing (1) projected Net Operating Income for the subsequent twelve (12) month period adjusted to reflect the Adjusted Net Cash Flow (subject to verification by Lender in its reasonable discretion) and (2) the calculation of the Aggregate Debt Service Coveragecircumstance. (c) During the continuance of an O&M Operative Period and when requested by Lender, Borrower will furnish Lender monthly, within twenty (20) days following the end of each month, with a true, complete and correct cash flow statement with respect to the Property in the form required to be delivered pursuant to the Management Agreement and made a part hereof or such other form acceptable to Lender, showing (i) all cash receipts of any kind whatsoever and all cash payments and disbursements, (ii) year-to-date summaries of such cash receipts, payments and disbursements, and (iii) during an O&M Operative Period, a calculation of the Aggregate Debt Service Coverage, together with a certification of Manager stating that such cash flow statement is true, complete and correct and a list of all litigation and proceedings affecting Borrower or the Property in which the amount involved is $250,000 or more, if not covered by insurance (or $1,000,000 or more whether or not covered by insurance)Intentionally omitted.

Financial Reports. (a) Borrower Grantor will keep and maintain or will cause to be kept and maintained on a Fiscal Year basis, in accordance with GAAP and The the Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender) consistently applied, proper and accurate books, tax returns, records and accounts reflecting (i) all of the financial affairs of Borrower Grantor and Guarantor and (ii) all items of income and expense in connection with the operation of the Property or in connection with any services, equipment or furnishings provided in connection with the operation thereof, whether such income or expense may be realized by Borrower Grantor or by any other Person whatsoever, excepting lessees unrelated to and unaffiliated with Borrower Grantor who have leased from Borrower Grantor portions of the Premises for the purpose of occupying the same. Lender shall have the right from time to time at all times during normal business hours upon reasonable notice to examine such books, tax returns, records and accounts at the office of Borrower Grantor or other Person maintaining such books, tax returns, records and accounts and to make such copies or extracts thereof as Lender shall desire. After the occurrence of an Event of Default, Borrower Grantor shall pay any costs and expenses incurred by Lender to examine BorrowerGrantor’s and Guarantor’s accounting records with respect to the Property, as to the extent Lender shall determine to be necessary or appropriate in the protection of Lender’s interest. (b) Borrower Grantor will furnish Lender (i) annually, within one hundred twenty (120) days following the end of each Fiscal Year of Borrower Grantor and (ii) on a quarterly basis, within forty-five (45) days following the end of each fiscal quarter of BorrowerGrantor, with a complete copy of BorrowerGrantor’s financial statement consistently applied covering (i) all of the financial affairs of Borrower Grantor and (ii) the operation of the Property for such Fiscal Year or fiscal quarters, as applicable, and containing a statement of revenues and expenses, a statement of assets and liabilities and a statement of BorrowerGrantor’s equity. Each annual financial statement shall be accompanied by audited financial statements of Ashford Hospitality Trust Inc. which are audited by a nationally recognized Independent certified public accountant that is acceptable to Lender in accordance with GAAP and The the Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender). Together with the financial statements required to be furnished pursuant to this Section 2.09(b), Borrower Grantor shall furnish to Lender (A) an Officer’s Certificate certifying as of the date thereof (1) that the financial statements accurately represent the results of operations and financial condition of Borrower Grantor and the Property all in accordance with GAAP and The the Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender) consistently applied, and (2) whether there exists a Default under the Note or any other Loan Document executed and delivered by BorrowerGrantor and, and if such event or circumstance exists, the nature thereof, the period of time it has existed and the action then being taken to remedy such event or circumstance and (B) together with the financial statements delivered pursuant to Section 2.09(b)(ii) above, a statement showing (1) projected Net Operating Income for the subsequent prior twelve (12) month period adjusted to reflect the Adjusted Net Cash Flow (subject to verification by Lender in its reasonable discretion) and (2) the calculation of the Aggregate Debt Service Coverage. (c) During the continuance of an O&M Operative Period and when requested by Lender, Borrower Grantor will furnish Lender monthly, within twenty thirty (2030) days following the end of each month, with a true, complete and correct cash flow statement with respect to the Property in the form required to be delivered pursuant to the Management Agreement attached hereto as Exhibit F and made a part hereof or such other form acceptable to Lenderhereof, showing (i) all cash receipts of any kind whatsoever and all cash payments and disbursements, (ii) year-to-date summaries of such cash receipts, payments and disbursements, and (iii) during an O&M Operative Period, Net Operating Income for the subsequent twelve (12) month period adjusted to reflect the Adjusted Net Cash Flow (subject to the verification by Lender in its reasonable discretion) and a calculation of the Aggregate Debt Service Coverage, together with a certification of Manager stating that such cash flow statement is true, complete and correct and a list of all litigation and proceedings affecting Borrower Grantor or the Property in which the amount involved is $250,000 or more, if not covered by insurance (or $1,000,000 or more whether or not covered by insurance). (d) During the continuance of an O&M Operative Period and when requested by Lender, Grantor will furnish Lender monthly, within twenty (20) days following the end of each month, with a certification of Manager stating that all Operating Expenses with respect to the Property which had accrued as of the last day of the month preceding the delivery of the cash flow statement referred to in clause (c) above have been fully paid or otherwise reserved for by Manager (any such certification or any certification furnished by a Manager pursuant to clause (c) above, a “Manager Certification”). (e) Grantor will furnish Lender annually, within twenty (20) days following the end of each year and within thirty (30) days following receipt of such request therefor, with a true, complete and correct rent roll for the Property, including a list of which tenants are in default under their respective Leases, dated as of the date of Lender’s request, identifying each tenant, the monthly rent and additional rent, if any, payable by such tenant, the expiration date of such tenant’s Lease, the security deposit, if any, held by Grantor under the Lease, the space covered by the Lease, each tenant that has filed a bankruptcy, insolvency, or reorganization proceeding since delivery of the last such rent roll, and the arrearages for such tenant, if any, and, if requested by Lender, a summary of the material terms of the Leases, including, without limitation, the dates of occupancy, the dates of expiration, any Rent concessions, work obligations or other inducements granted to the tenants thereunder, and any renewal options, and such rent roll shall be accompanied by an Officer’s Certificate, dated as of the date of the delivery of such rent roll, certifying that such rent roll is true, correct and complete in all material respects as of its date. (f) Grantor shall furnish to Lender, within thirty (30) days after Lender’s request therefor, with such further detailed information with respect to the operation of the Property and the financial affairs of Grantor as may be reasonably requested by Lender. (g) Grantor shall cause Manager to furnish to Lender, within thirty (30) days following the end of each Fiscal Year, a schedule of tenant security deposits showing any activity in the Security Deposit Account for such month, together with a certification of Manager as to the balance in such Security Deposit Account and that such tenant security deposits are being held in accordance with all Legal Requirements. (h) Grantor will furnish Lender annually, within ninety (90) days after the end of each Fiscal Year, with a report setting forth (i) the average occupancy rate of the Property during such Fiscal Year, (ii) the capital repairs, replacements and improvements performed at the Property during such Fiscal Year and the aggregate Recurring Replacement Expenditures made in connection therewith, and (iii) the balance contained in each of the Escrow Accounts as of the end of such Fiscal Year (which balance Lender shall provide upon Grantor’s written request therefor). (i) Grantor shall cause Manager to keep and maintain on a Fiscal Year basis, in accordance with GAAP and the Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender) consistently applied, proper and accurate books, records and accounts on an accrual basis reflecting (i) all of the financial results of operation and financial conditions of Manager and (ii) all items of income and expense in connection with the operation of the Property or in connection with any services, equipment or furnishings provided in connection with the operation thereof, whether such income or expense may be realized by Manager or by any other Person whatsoever. Lender shall have the right from time to time at all times during normal business hours upon reasonable notice to examine such books, records and accounts at the office of Manager or other Person maintaining such books, records and accounts and to make such copies or extracts thereof as Lender shall desire. After the occurrence of an Event of Default, Grantor shall pay any costs and expenses incurred by Lender to examine Manager’s accounting records with respect to the Property, as Lender shall determine to be necessary or appropriate in the protection of Lender’s interest. (j) Grantor will furnish Lender monthly, within thirty (30) days following the end of each month, an occupancy summary for the Property setting forth the occupancy rates, average daily room rates, advance booking information (excluding customer names), RevPAR Yield Index, RevPAR and room revenues for each month of the preceding calendar year, as well as annual averages of the same, and such other information as may customarily be reflected thereon or reasonably requested by Lender, together with all franchise inspection reports and STR Reports received by Grantor during the preceding month. (k) Grantor shall and shall cause Guarantor to furnish to Lender annually, within thirty (30) days of filing its respective tax return, a copy of such tax return and within ninety (90) days after the end of each Fiscal Year, a statement of net worth of the Guarantor. (l) Grantor shall submit to Lender an Annual Budget not later than January 31 of each year or, with respect to the Fiscal Year in which the Closing Date occurs, within ninety (90) days of the Closing Date. At any time during the continuance of an Event of Default, and during the continuance of an O&M Operative Period, Grantor shall submit to Lender for Lender’s written approval an Annual Budget not later than January 31 of each year, in form satisfactory to Lender setting forth in reasonable detail budgeted monthly operating income and monthly operating capital and other expenses for the Property. In the event that Lender has the right to approve the Annual Budget pursuant to the preceding sentence, (a) such approval shall not be unreasonably withheld, and in the event that Lender objects to the proposed Annual Budget submitted by Grantor, Lender shall advise Grantor of such objections within fifteen (15) days after receipt thereof (and deliver to Grantor a reasonably detailed description of such objections) and Grantor shall, within ten (10) days after receipt of notice of any such objections, revise such Annual Budget and resubmit the same to Lender, (b) Lender shall advise Grantor of any objections to such revised Annual Budget within ten (10) days after receipt thereof (and deliver to Grantor a reasonably detailed description of such objections) and Grantor shall revise the same in accordance with the process described herein until Lender approves an Annual Budget, provided, however, that if Lender shall not advise Grantor of its objections to any proposed Annual Budget within the applicable time period set forth in this Section, then such proposed Annual Budget shall be deemed approved by Lender, (c) until such time that Lender approves a proposed Annual Budget, the most recently Approved Annual Budget shall apply; provided that, such Approved Annual Budget shall be adjusted to reflect actual increases in Basic Carrying Costs and utilities expenses and to delete any non-recurring expenses and (d) in the event that Grantor must incur an Extraordinary Expense, then Grantor shall promptly deliver to Lender a reasonably detailed explanation of such proposed Extraordinary Expense for Lender’s approval, which approval may be granted or denied in Lender’s sole and absolute discretion. (m) In the event that Grantor fails to deliver any of the financial statements, reports or other information required to be delivered to Lender pursuant to this Section 2.09 on or prior to their due dates, if any such failure shall continue for thirty (30) days following notice thereof from Lender, Grantor shall pay to Lender an administrative fee in the amount of Five Hundred Dollars ($500) for each due date with respect to which such a failure occurs (and not on a per-item basis). Grantor agrees that such administrative fee (i) is a fair and reasonable fee necessary to compensate Lender for its additional administrative costs and increased costs relating to Grantor’s failure to deliver the aforementioned statements, reports or other items as and when required hereunder and (ii) is not a penalty.

Financial Reports. Borrowers agree to furnish to Lender: (a) Borrower will keep and maintain or will cause to be kept and maintained on a Fiscal Year basis, in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender) consistently applied, proper and accurate books, tax returns, records and accounts reflecting (i) all of annual unaudited combined financial statements setting forth the financial affairs condition and results of Borrower and Guarantor and (ii) all items of income and expense in connection with the operation of the Property or in connection with any servicesBorrowers (financial statements shall include balance sheet, equipment or furnishings provided in connection with the operation thereof, whether such income or expense may be realized by Borrower or by any other Person whatsoever, excepting lessees unrelated to statement and unaffiliated with Borrower who have leased from Borrower portions statement of the Premises for the purpose cash flows) within 105 days of occupying the same. Lender shall have the right from time to time at all times during normal business hours upon reasonable notice to examine such books, tax returns, records and accounts at the office of Borrower or other Person maintaining such books, tax returns, records and accounts and to make such copies or extracts thereof as Lender shall desire. After the occurrence of an Event of Default, Borrower shall pay any costs and expenses incurred by Lender to examine Borrower’s and Guarantor’s accounting records with respect to the Property, as Lender shall determine to be necessary or appropriate in the protection of Lender’s interest. (b) Borrower will furnish Lender (i) annually, within one hundred twenty (120) days following the end of each Fiscal Year of Borrower and (ii) on a quarterly basis, within forty-five (45) days following the end of each fiscal quarter year of Borrowers; (b) upon Lender’s advanced written request, quarterly financial statements setting forth the combined financial condition and results of operation of Borrowers within 50 days of the end of each of the first three fiscal quarters of Borrowers; and (c) such other financial information as Lender may from time to time reasonably request including, without limitation, financial reports filed by Borrower with federal or state regulatory agencies. All such financial information shall be prepared in accordance with generally accepted accounting principles on a basis consistently applied. Notwithstanding the above requirements, if any Affiliate Credit Agreement (as defined in Section 12 hereof) exists, the financial reporting requirements of Borrower under such Affiliate Credit Agreement shall remain fully applicable to Borrower, with a . Borrower agrees that any affiliate of JPMorgan Chase & Co. that receives any financial reports under any Affiliate Credit Agreement is hereby authorized to deliver complete copy copies of all such financial reports and related compliance certificates to Lender in satisfaction of Borrower’s obligation to deliver such information to Lender. If for any reason whatsoever an Affiliate Credit Agreement is canceled, discharged or otherwise terminated, then, automatically and without any action by Lender or any other party, all financial statement consistently applied covering (i) all of the financial affairs of Borrower and (ii) the operation of the Property for such Fiscal Year or fiscal quarters, as applicable, and containing a statement of revenues and expenses, a statement of assets and liabilities and a statement of Borrower’s equity. Each annual financial statement shall be accompanied by audited financial statements of Ashford Hospitality Trust Inc. reporting requirements which are audited by a nationally recognized Independent certified public accountant that is acceptable to Lender in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender). Together with the financial statements required to be furnished pursuant to this Section 2.09(b), Borrower shall furnish to Lender (A) an Officer’s Certificate certifying effect as of the date thereof (1) that immediately prior to the cancellation, discharge or termination of such Affiliate Credit Agreement shall remain in full force and effect, shall be incorporated in this Agreement by reference, and shall be made a part of this Agreement. Borrower will promptly notify Lender in writing with full details if any event occurs or any condition exists which constitutes, or which but for a requirement of lapse of time or giving of notice or both would constitute, an Event of Default under this Agreement or which might materially and adversely affect the financial statements accurately represent condition or operations of Borrower. Borrower will promptly notify Lender in writing of the results commencement of any litigation to which Borrower may be a party (except for litigation in which Borrower’s or the affiliate’s contingent liability is fully covered by insurance) which, if decided adversely to Borrower would adversely affect or impair the security interest of Lender to the Equipment or which, if decided adversely to Borrower would materially adversely affect the business operations and or financial condition of Borrower. Borrower and the Property all will immediately notify Lender, in accordance with GAAP and The Uniform System writing, of Accounts (or such other accounting basis reasonably acceptable to Lender) consistently applied, and (2) whether there exists a Default under the Note or any other Loan Document executed and delivered by Borrower, and judgment against Borrower if such event or circumstance exists, judgment would have the nature thereof, the period of time it has existed and the action then being taken to remedy such event or circumstance and (B) together with the financial statements delivered pursuant to Section 2.09(b)(ii) above, a statement showing (1) projected Net Operating Income for the subsequent twelve (12) month period adjusted to reflect the Adjusted Net Cash Flow (subject to verification by Lender in its reasonable discretion) and (2) the calculation of the Aggregate Debt Service Coverage. (c) During the continuance of an O&M Operative Period and when requested by Lender, Borrower will furnish Lender monthly, within twenty (20) days following the end of each month, with a true, complete and correct cash flow statement with respect to the Property effect described in the form required to be delivered pursuant to the Management Agreement preceding sentence. Eastern Oil Well Service Company – Loan and made a part hereof or such other form acceptable to Lender, showing (i) all cash receipts of any kind whatsoever and all cash payments and disbursements, (ii) year-to-date summaries of such cash receipts, payments and disbursements, and (iii) during an O&M Operative Period, a calculation of the Aggregate Debt Service Coverage, together with a certification of Manager stating that such cash flow statement is true, complete and correct and a list of all litigation and proceedings affecting Borrower or the Property in which the amount involved is $250,000 or more, if not covered by insurance (or $1,000,000 or more whether or not covered by insurance).Security Agreement

Financial Reports. Borrower agrees to furnish to Lender: (a) Borrower will keep and maintain or will cause to be kept and maintained on a Fiscal Year basis, in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender) consistently applied, proper and accurate books, tax returns, records and accounts reflecting (i) all of annual financial statements setting forth the financial affairs condition and results of operation of Borrower (financial statements shall include balance sheet, income statement and Guarantor and (iistatement of cash flows thereto) all items within 90 days of income and expense in connection with the operation of the Property or in connection with any services, equipment or furnishings provided in connection with the operation thereof, whether such income or expense may be realized by Borrower or by any other Person whatsoever, excepting lessees unrelated to and unaffiliated with Borrower who have leased from Borrower portions of the Premises for the purpose of occupying the same. Lender shall have the right from time to time at all times during normal business hours upon reasonable notice to examine such books, tax returns, records and accounts at the office of Borrower or other Person maintaining such books, tax returns, records and accounts and to make such copies or extracts thereof as Lender shall desire. After the occurrence of an Event of Default, Borrower shall pay any costs and expenses incurred by Lender to examine Borrower’s and Guarantor’s accounting records with respect to the Property, as Lender shall determine to be necessary or appropriate in the protection of Lender’s interest. (b) Borrower will furnish Lender (i) annually, within one hundred twenty (120) days following the end of each Fiscal Year of Borrower and (ii) on a quarterly basis, within forty-five (45) days following the end of each fiscal quarter year of Borrower; (b) upon Lender’s request, quarterly financial statements setting forth the financial condition and results of operation of Borrower within 45 days of the end of each of the first three fiscal quarters of Borrower; and (c) such other financial information as Lender may from time to time reasonably request including, without limitation, financial reports filed by Borrower with federal or state regulatory agencies. All such financial information shall be prepared in accordance with generally accepted accounting principles on a basis consistently applied. Notwithstanding the above requirements, if any Affiliate Credit Agreement exists, the financial reporting requirements of Borrower and any Guarantor under such Affiliate Credit Agreement shall remain fully applicable to Borrower and any Guarantor (as the case may be). Borrower agrees that any affiliate of JPMorgan Chase & Co. that receives any financial reports under any Affiliate Credit Agreement is hereby authorized to deliver complete copy copies of all such financial reports and related compliance certificates to Lender in satisfaction of Borrower’s obligation to deliver such information to Lender. If for any reason whatsoever an Affiliate Credit Agreement is canceled, discharged or otherwise terminated, then, automatically and without any action by Lender or any other party, all financial statement consistently applied covering (i) all of the financial affairs of Borrower and (ii) the operation of the Property for such Fiscal Year or fiscal quarters, as applicable, and containing a statement of revenues and expenses, a statement of assets and liabilities and a statement of Borrower’s equity. Each annual financial statement shall be accompanied by audited financial statements of Ashford Hospitality Trust Inc. reporting requirements which are audited by a nationally recognized Independent certified public accountant that is acceptable to Lender in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender). Together with the financial statements required to be furnished pursuant to this Section 2.09(b), Borrower shall furnish to Lender (A) an Officer’s Certificate certifying effect as of the date thereof (1) that immediately prior to the cancellation, discharge or termination of such Affiliate Credit Agreement shall remain in full force and effect, shall be incorporated in this Agreement by reference, and shall be made a part of this Agreement. Borrower will promptly notify Lender in writing with full details if any event occurs or any condition exists which constitutes, or which but for a requirement of lapse of time or giving of notice or both would constitute, an Event of Default under this Agreement or which might materially and adversely affect the financial statements accurately represent condition or operations of Borrower or any affiliate of Borrower. Borrower will promptly notify Lender in writing of the results commencement of any litigation to which Borrower or any of its subsidiaries or affiliates may be a party (except for litigation in which Borrower’s or the affiliate’s contingent liability is fully covered by insurance) which, if decided adversely to Borrower would adversely affect or impair the security interest of Lender to the Equipment or which, if decided adversely to Borrower would materially adversely affect the business operations and or financial condition of Borrower. Borrower and the Property all will immediately notify Lender, in accordance with GAAP and The Uniform System writing, of Accounts (or such other accounting basis reasonably acceptable to Lender) consistently applied, and (2) whether there exists a Default under the Note or any other Loan Document executed and delivered by Borrower, and judgment against Borrower if such event or circumstance exists, judgment would have the nature thereof, the period of time it has existed and the action then being taken to remedy such event or circumstance and (B) together with the financial statements delivered pursuant to Section 2.09(b)(ii) above, a statement showing (1) projected Net Operating Income for the subsequent twelve (12) month period adjusted to reflect the Adjusted Net Cash Flow (subject to verification by Lender in its reasonable discretion) and (2) the calculation of the Aggregate Debt Service Coverage. (c) During the continuance of an O&M Operative Period and when requested by Lender, Borrower will furnish Lender monthly, within twenty (20) days following the end of each month, with a true, complete and correct cash flow statement with respect to the Property effect described in the form required to be delivered pursuant to the Management Agreement and made a part hereof or such other form acceptable to Lender, showing (i) all cash receipts of any kind whatsoever and all cash payments and disbursements, (ii) year-to-date summaries of such cash receipts, payments and disbursements, and (iii) during an O&M Operative Period, a calculation of the Aggregate Debt Service Coverage, together with a certification of Manager stating that such cash flow statement is true, complete and correct and a list of all litigation and proceedings affecting Borrower or the Property in which the amount involved is $250,000 or more, if not covered by insurance (or $1,000,000 or more whether or not covered by insurance)preceding sentence.

Financial Reports. (a) Borrower Mortgagor will keep and maintain or will cause to be kept and maintained on a Fiscal Year fiscal year basis, in accordance with GAAP or federal income tax basis prepared consistently with the statements of books, records and The Uniform System of Accounts accounts delivered to Mortgagee and the Rating Agency prior to the Closing Date (or such other accounting basis reasonably acceptable to LenderMortgagee) consistently applied, proper and accurate adequate books, tax returns, records and accounts reflecting (i) all of the financial affairs of Borrower and Guarantor Mortgagor and (ii) all items of income and expense in connection with the operation of the Mortgaged Property or in connection with any services, equipment or furnishings provided in connection with the operation thereof, whether such income or expense may be realized by Borrower Mortgagor or by any other Person whatsoever, excepting lessees unrelated to and unaffiliated with Borrower Mortgagor who have leased from Borrower Mortgagor portions of the Premises for the purpose of occupying the same. Lender Mortgagee shall have the right from time to time at all times during normal business hours upon reasonable notice to examine such books, tax returns, records and accounts at the office of Borrower Mortgagor or other Person person maintaining such books, tax returns, records and accounts and to make such copies or extracts thereof as Lender Mortgagee shall desire. After the occurrence of an Event of Default, Borrower Mortgagor shall pay any costs and expenses incurred by Lender Mortgagee to examine Borrower’s and Guarantor’s Mortgagor's accounting records with respect to the Mortgaged Property, as Lender Mortgagee shall determine to be necessary or appropriate in the protection of Lender’s Mortgagee's interest. (b) Borrower Mortgagor will furnish Lender (i) Mortgagee annually, within one hundred twenty (120) days following the end of each Fiscal Year of Borrower and (ii) on a quarterly basis, within forty-five (45) days following the end of each fiscal quarter of BorrowerMortgagor, with a complete copy of Borrower’s Mortgagor's financial statement audited by an Independent certified public accountant that is reasonably acceptable to Mortgagee in accordance with GAAP or federal income tax basis prepared consistently with the statements of books, records and accounts delivered to Mortgagee and the Rating Agency prior to the Closing Date (or such other accounting basis reasonably acceptable to Mortgagee) consistently applied covering (i) all of the financial affairs of Borrower Mortgagor and (ii) the operation of the Mortgaged Property for such Fiscal Year or fiscal quarters, as applicable, and containing a statement of revenues and expenses, a statement of assets and liabilities and a statement of Borrower’s Mortgagor's equity. Each annual financial statement shall be accompanied by audited financial statements of Ashford Hospitality Trust Inc. which are audited by a nationally recognized Independent certified public accountant that is acceptable to Lender in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender). Together with the Mortgagor's annual financial statements required to be furnished pursuant to this Section 2.09(b)statements, Borrower Mortgagor shall furnish to Lender (A) Mortgagee an Officer’s 's Certificate certifying as of the date thereof (1i) that the annual financial statements accurately represent the results of operations operation and financial condition of Borrower Mortgagor and the Mortgaged Property all in accordance with GAAP or federal income tax basis prepared consistently with the statements of books, records and The Uniform System of Accounts (or such other accounting basis reasonably acceptable accounts delivered to Lender) Mortgagee and the Rating Agency prior to the Closing Date consistently applied, and (2ii) whether there exists an event or circumstance which constitutes, or which upon notice or lapse of time or both would constitute, a Default under the Note or any other Loan Document executed and delivered by BorrowerMortgagor, and if such event or circumstance exists, the nature thereof, the period of time it has existed and the action then being taken to remedy such event or circumstance and (B) together with the financial statements delivered pursuant to Section 2.09(b)(ii) above, a statement showing (1) projected Net Operating Income for the subsequent twelve (12) month period adjusted to reflect the Adjusted Net Cash Flow (subject to verification by Lender in its reasonable discretion) and (2) the calculation of the Aggregate Debt Service Coveragecircumstance. (c) During the continuance of an O&M Operative Period and when requested by Lender, Borrower Mortgagor will furnish Lender Mortgagee monthly, within twenty thirty (2030) days following the end of each month, with a true, complete and correct cash flow statement all in accordance with GAAP or federal income tax basis prepared consistently with the statements of books, records and accounts delivered to Mortgagee and the Rating Agency prior to the Closing Date consistently applied with respect to the Mortgaged Property in the form required to be delivered pursuant to the Management Agreement attached hereto as Exhibit C and made a part hereof or such other form acceptable to Lenderhereof, showing (i) all cash receipts of any kind whatsoever and all cash payments and disbursements, and (ii) year-to-date summaries of such cash receipts, payments and disbursements, and (iii) during an O&M Operative Period, a calculation of the Aggregate Debt Service Coverage, disbursements together with a certification of the Manager stating that such cash flow statement is true, complete and correct. (d) Mortgagor will furnish Mortgagee monthly, within thirty (30) days following the end of each month, with a certification of the Manager stating that all Operating Expenses with respect to the Mortgaged Property which had accrued as of the last day of the month preceding the delivery of the cash flow statement referred to in clause (c) above have been fully paid or otherwise reserved or provided for by the Manager (any such certification or any certification furnished by a Manager pursuant to clause (c) above, a "Manager Certification"). (e) Mortgagor will furnish Mortgagee quarterly, within sixty (60) days following the end of the first three fiscal quarters of Mortgagor and within one-hundred twenty (120) days after the end of each Fiscal Year, with a true, complete and correct and rent roll for the Mortgaged Property, including a list of all litigation which tenants are in default under their respective leases, dated as of the date of Mortgagee's request, identifying each tenant, the monthly rent and proceedings affecting Borrower or the Property in which the amount involved is $250,000 or moreadditional rent, if not any, payable by such tenant, the expiration date of such tenant's Lease, the security deposit, if any, held by Mortgagor under the Lease, the space covered by insurance the Lease, and the arrearages for such tenant, if any, the sales per square foot of each tenant, to the extent reported by tenants under the terms of the Leases (or $1,000,000 or more whether or not covered which Mortgagor agrees to use best efforts to obtain if required under the terms of the Leases) and such rent roll shall be accompanied by insurancean Officer's Certificate, dated as of the date of the delivery of such rent roll, certifying that such rent roll is true, correct and complete in all material respects as of its date. (f) Mortgagor shall furnish to Mortgagee, within thirty (30) days after Mortgagee's request therefor, with such further detailed information with respect to the operation of the Mortgaged Property and the financial affairs of Mortgagor as may be reasonably requested by Mortgagee. (g) Mortgagor shall cause the Manager to furnish to Mortgagee, within thirty (30) days after the end of each month, a schedule of tenant security deposits showing any activity in the Security Deposit Account for such month, together with a certification of the Manager as to the balance in such Security Deposit Account and that such tenant security deposits are being held in accordance with all Legal Requirements. (h) Mortgagor will furnish Mortgagee quarterly, within sixty (60) days following the end of the first three fiscal quarters of Mortgagor and within one hundred twenty (120) days after the end of each Fiscal Year, with a report setting forth (i) the Net Operating Income for such fiscal quarter and Fiscal Year-to-date, each as compared to the preceding Fiscal Year, (ii) the average and period end occupancy rate of the Mortgaged Property, (iii) the Debt Service Coverage for the most recent fiscal quarter and Fiscal Year-to-date, and each as compared to the preceding Fiscal Year, (iv) the capital repairs, replacements and improvements performed at the Mortgaged Property during such fiscal quarter and Fiscal Year-to-Date and the aggregate Recurring Replacement Expenditures made in connection therewith, and (v) the balance contained in each of the Sub-Accounts as of the end of such fiscal quarter (which balance Mortgagee shall provide upon Mortgagor's written request therefor).

Financial Reports. Mortgagor shall furnish to Mortgagee (a) Borrower will keep within ninety (90) days following the end of each fiscal year of Mortgagor, Mortgagor’s quarterly and maintain or will cause to be kept annual operating statements for the Property as of the end of and maintained on a Fiscal Year basisfor the preceding quarter and fiscal year, as applicable, in accordance each case prepared against the budget for such fiscal year, as may be applicable, (b) contemporaneously with GAAP and The Uniform System the delivery of Accounts (or each of such other accounting basis reasonably acceptable to Lender) consistently applied, proper and accurate books, tax returns, records and accounts reflecting (i) all operating statements of the financial affairs Property, a rent roll certified, signed and dated by Mortgagor detailing the names of Borrower all tenants under the Leases, the portion of the improvements on the Property occupied by each tenant, the rent and any other charges payable under each Lease and the term of each Lease, (c) the annual balance sheet and profit and loss statement of Mortgagor and an annual balance sheet of each Guarantor and (iid) all items the federal and state tax returns of income each Guarantor not later than the date that is ten (10) days following the date that such federal and expense state tax returns are filed. The financial statements and reports described in connection (a) and (c) above shall be in such form and in such detail as Mortgagee may require, shall be prepared on a tax basis (with the operation of the Property respect to Mortgagor only) and shall be certified as true and correct by Mortgagor or in connection with any serviceseach Guarantor, equipment or furnishings provided in connection with the operation thereof, whether such income or expense as may be realized applicable (or if required by Borrower or by any other Person whatsoeverMortgagee, excepting lessees unrelated to and unaffiliated with Borrower who have leased from Borrower portions of the Premises for the purpose of occupying the same. Lender shall have the right from time to time at all times during normal business hours upon reasonable notice to examine such books, tax returns, records and accounts at the office of Borrower or other Person maintaining such books, tax returns, records and accounts and to make such copies or extracts thereof as Lender shall desire. After after the occurrence of an Event of Default, Borrower by an independent certified public accountant acceptable to Mortgagee). Mortgagor shall file and pay any costs its annual tax returns and expenses incurred by Lender to examine Borrower’s and Guarantor’s accounting records with respect to the Property, as Lender taxes in a timely manner. Mortgagor shall determine also furnish or cause to be necessary or appropriate in the protection of Lender’s interest. (b) Borrower will furnish Lender (i) annually, within one hundred twenty (120) days following the end of each Fiscal Year of Borrower and (ii) on a quarterly basis, furnished to Mortgagee within forty-five (45) after Mortgagee’s request, any other financial reports or statements of Mortgagor, including, without limitation, balance sheets, profit and loss statements, tax returns (within fifteen (15) days following after filing with the end of each fiscal quarter of Borrowerapplicable governmental authority), with a complete copy of Borrower’s other financial statement consistently applied covering (i) all statements, and certified rent rolls, required under any of the financial affairs Loan Documents, requested by any regulatory or governmental authority exercising jurisdiction over Mortgagee, certified as, true and correct by Mortgagor. Following the occurrence of Borrower and any Event of Default, Mortgagor shall deliver to Mortgagee the items required in (ii) the operation of the Property for such Fiscal Year or fiscal quarters, as applicable, and containing a statement of revenues and expenses, a statement of assets and liabilities and a statement of Borrower’s equity. Each annual financial statement shall be accompanied by audited financial statements of Ashford Hospitality Trust Inc. which are audited by a nationally recognized Independent certified public accountant that is acceptable to Lender in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender). Together with the financial statements required to be furnished pursuant to this Section 2.09(b), Borrower shall furnish to Lender (A) an Officer’s Certificate certifying as of the date thereof (1) that the financial statements accurately represent the results of operations and financial condition of Borrower and the Property all in accordance with GAAP and The Uniform System of Accounts (or such other accounting basis reasonably acceptable to Lender) consistently applied, and (2) whether there exists a Default under the Note or any other Loan Document executed and delivered by Borrower, and if such event or circumstance exists, the nature thereof, the period of time it has existed and the action then being taken to remedy such event or circumstance and (B) together with the financial statements delivered pursuant to Section 2.09(b)(ii) above, a statement showing (1) projected Net Operating Income for the subsequent twelve (12) month period adjusted to reflect the Adjusted Net Cash Flow (subject to verification by Lender in its reasonable discretiona) and (2b) the calculation of the Aggregate Debt Service Coverage. (c) During the continuance of an O&M Operative Period above on a monthly basis. Mortgagor’s financial statements will be prepared by ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ and when requested ▇▇▇▇▇, or ▇▇▇▇▇▇ ▇▇▇▇ or a reasonable comparable firm selected by Lender, Borrower will furnish Lender monthly, within twenty (20) days following the end of each month, with a true, complete and correct cash flow statement with respect to the Property in the form required to be delivered pursuant to the Management Agreement and made a part hereof or such other form acceptable to Lender, showing (i) all cash receipts of any kind whatsoever and all cash payments and disbursements, (ii) year-to-date summaries of such cash receipts, payments and disbursementsMortgagor, and (iii) during an O&M Operative Period, a calculation of the Aggregate Debt Service Coverage, together with a certification of Manager stating that such cash flow statement is true, complete and correct and a list of all litigation and proceedings affecting Borrower or the Property in which the amount involved is $250,000 or more, if not covered reasonably approved by insurance (or $1,000,000 or more whether or not covered by insurance)Mortgagee.