Common use of Franchise Agreement Clause in Contracts

Franchise Agreement. (a) Except as provided in this Agreement, the Properties shall at all times be operated in accordance with the terms and conditions of the Franchise Agreements. Borrower shall, or shall cause Senior Mezzanine Borrower to cause Mortgage Borrower or Operating Lessee to cause Manager to, (i) pay all sums required to be paid by Mortgage Borrower, Operating Lessee and/or Manager under the Franchise Agreements, (ii) diligently perform, observe and enforce all of the terms, covenants and conditions of the Franchise Agreements, (iii) promptly deliver to Lender a copy of any written notice to Mortgage Borrower or Operating Lessee of any default by Mortgage Borrower, Operating Lessee and/or Manager under the Franchise Agreements and notify Lender of any material default under the Franchise Agreements of which it is aware, (iv) promptly deliver to Lender a copy of any written notice to Franchisor of any default by Franchisor under the Franchise Agreements, (v) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of non-performance, report and estimate (a) received by Mortgage Borrower or Operating Lessee under the Franchise Agreements and (b) required to be delivered by Mortgage Borrower, Operating Lessee and/or Manager to Franchisor under the Franchise Agreements, (vi) complete all work required under any PIP on or prior to the Outside Date, (vii) not modify or amend the Franchise Agreements to the extent such modification or amendment could reasonably be expected to have a Material Adverse Effect, and (viii) except as provided in clause (b) below not terminate, cancel, or replace the Franchise Agreements, nor replace the Franchisor, nor waive or release any of its rights and remedies under the Franchise Agreements in any material respect, without Lender’s prior written consent. Each request by Borrower for approval and consent by Lender pursuant to this Section 5.25 shall be in writing and contain a legend in capitalized bold letters on the top of the cover page stating: “LENDER’S RESPONSE IS REQUESTED WITHIN TEN (10) BUSINESS DAYS. LENDER’S FAILURE TO RESPOND WITHIN SUCH TIME PERIOD SHALL RESULT IN LENDER’S CONSENT BEING DEEMED TO HAVE BEEN GRANTED” and Borrower shall include the following documentation with such request all materials reasonably necessary in order for Lender to evaluate such matter. In the event that Lender fails to grant or withhold its approval and consent to such matter within such ten (10) Business Day period (and, in the case of a withholding of consent, stating the grounds therefor in reasonable detail), then, so long as no Event of Default is continuing, Lender’s approval and consent shall be deemed to have been granted. There shall be no administrative or approval fee in connection with this Section 5.25(a), but Borrower shall pay any out-of-pocket costs and expenses incurred by Lender. (b) Notwithstanding the foregoing, provided no Event of Default is continuing, Mortgage Borrower and/or Operating Lessee shall have the right, and the right to permit Franchisor, without the prior written approval of Lender (but upon prior written notice to Lender), to terminate a Franchise Agreement at an Individual Property; provided, however, it shall be an Event of Default hereunder in the event that within sixty (60) days of the termination of such Franchise Agreement (i) Borrower shall have failed (or shall have failed to cause Senior Mezzanine Borrower to cause Mortgage Borrower or Operating Lessee in the case of clause (2) hereof) to deliver to Lender either (1) a PIP Guaranty relating to any New PIP contemplated by the Replacement Franchise Agreement or the Replacement Management Agreement with a Brand Manager or (2) Cash to be deposited into the PIP Reserve Account in an amount equal to the PIP Required Deposit contemplated by the Replacement Franchise Agreement or the Replacement Management Agreement with a Brand Manager, which Cash shall be held and distributed in accordance with the terms of Section 9.9 of the Mortgage Loan Agreement and (ii) Borrower fails to deliver evidence reasonably acceptable to Lender that a Replacement Franchise Agreement or a Replacement Management Agreement with a Brand Manager is in full force and effect at the applicable Individual Property.

Franchise Agreement. (a) Except as provided in this AgreementBorrower has delivered to Lender a true, the Properties shall at all times be operated in accordance with the terms correct and conditions complete copy of the Franchise AgreementsAgreement. Borrower shall, or shall cause Senior Mezzanine Borrower represents and warrants to cause Mortgage Borrower or Operating Lessee to cause Manager to, Lender that: (i) pay all sums required to be paid by Mortgage Borrower, Operating Lessee and/or Manager under the Franchise Agreements, (ii) diligently perform, observe and enforce all of the terms, covenants and conditions of the Franchise Agreements, (iii) promptly deliver to Lender a copy of any written notice to Mortgage Borrower or Operating Lessee of any default by Mortgage Borrower, Operating Lessee and/or Manager under the Franchise Agreements and notify Lender of any material default under the Franchise Agreements of which it is aware, (iv) promptly deliver to Lender a copy of any written notice to Franchisor of any default by Franchisor under the Franchise Agreements, (v) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of non-performance, report and estimate (a) received by Mortgage Borrower or Operating Lessee under the Franchise Agreements and (b) required to be delivered by Mortgage Borrower, Operating Lessee and/or Manager to Franchisor under the Franchise Agreements, (vi) complete all work required under any PIP on or prior to the Outside Date, (vii) not modify or amend the Franchise Agreements to the extent such modification or amendment could reasonably be expected to have a Material Adverse Effect, and (viii) except as provided in clause (b) below not terminate, cancel, or replace the Franchise Agreements, nor replace the Franchisor, nor waive or release any of its rights and remedies under the Franchise Agreements in any material respect, without Lender’s prior written consent. Each request by Borrower for approval and consent by Lender pursuant to this Section 5.25 shall be in writing and contain a legend in capitalized bold letters on the top of the cover page stating: “LENDER’S RESPONSE IS REQUESTED WITHIN TEN (10) BUSINESS DAYS. LENDER’S FAILURE TO RESPOND WITHIN SUCH TIME PERIOD SHALL RESULT IN LENDER’S CONSENT BEING DEEMED TO HAVE BEEN GRANTED” and Borrower shall include the following documentation with such request all materials reasonably necessary in order for Lender to evaluate such matter. In the event that Lender fails to grant or withhold its approval and consent to such matter within such ten (10) Business Day period (and, in the case of a withholding of consent, stating the grounds therefor in reasonable detail), then, so long as no Event of Default is continuing, Lender’s approval and consent shall be deemed to have been granted. There shall be no administrative or approval fee in connection with this Section 5.25(a), but Borrower shall pay any out-of-pocket costs and expenses incurred by Lender. (b) Notwithstanding the foregoing, provided no Event of Default is continuing, Mortgage Borrower and/or Operating Lessee shall have the right, and the right to permit Franchisor, without the prior written approval of Lender (but upon prior written notice to Lender), to terminate a Franchise Agreement at an Individual Property; provided, however, it shall be an Event of Default hereunder in the event that within sixty (60) days of the termination of such Franchise Agreement (i) Borrower shall have failed (or shall have failed to cause Senior Mezzanine Borrower to cause Mortgage Borrower or Operating Lessee in the case of clause (2) hereof) to deliver to Lender either (1) a PIP Guaranty relating to any New PIP contemplated by the Replacement Franchise Agreement or the Replacement Management Agreement with a Brand Manager or (2) Cash to be deposited into the PIP Reserve Account in an amount equal to the PIP Required Deposit contemplated by the Replacement Franchise Agreement or the Replacement Management Agreement with a Brand Manager, which Cash shall be held and distributed in accordance with the terms of Section 9.9 of the Mortgage Loan Agreement and (ii) Borrower fails to deliver evidence reasonably acceptable to Lender that a Replacement Franchise Agreement or a Replacement Management Agreement with a Brand Manager is in full force and effect at effect; (ii) neither Borrower nor Master Tenant has previously received or delivered any notice of default under the Franchise Agreement which has not been cured within applicable Individual notice and/or cure periods; (iii) no default by Master Tenant or to Borrower’s knowledge, Franchisor currently exists under the Franchise Agreement, nor is Borrower aware of any event or condition which if not cured within applicable notice and/or cure periods would result in Master Tenant or Franchisor being in material default of the Franchise Agreement; (iv) the Franchise Agreement sets forth the entire agreement between Franchisor and Master Tenant concerning the Property, or any portion thereof, and there are no other agreements, written or oral, to which Franchisor and Master Tenant or Borrower are parties concerning the Property, or any portion thereof; (v) except as disclosed in the Franchise Agreement, as of the Closing Date, (A) all capital or other property improvements currently required to be performed by the franchisee under the Franchise Agreement have been performed; (B) there are no capital or other property improvements that are or will be required to be performed in the future by the franchisee under the Franchise Agreement; and (C) Borrower has no knowledge, of any capital or other property improvements which Franchisor is contemplating or considering requiring to be performed by the franchisee under the Franchise Agreement in the future; (vi) Master Tenant’s rights under the Franchise Agreement will not be adversely affected by the execution and delivery of the Loan Documents or Borrower’s or Master Tenant’s performance thereunder, (vii) all fees and other compensation for services previously performed under the Franchise Agreement have been paid in full and (x) there are no: (A) collective bargaining agreements and/or other labor agreements to which Borrower or Master Tenant is a party or by which either of them is or may be bound; (B) employment, profit sharing, deferred compensation, bonus, stock option, stock purchase, pension, retainer, consulting, retirement, health, welfare, or incentive plans and/or contracts to which Borrower or Master Tenant is a party or by which either of them is or may be bound, or (C) plans and/or agreements under which “fringe benefits” (including, but not limited to, vacation plans or programs, and related or similar dental or medical plans or programs, and related or similar benefits) are afforded to employees of Borrower or Master Tenant is a party or by which either of them is or may be bound. Neither Borrower nor Master Tenant has violated any applicable laws, rules and regulations relating to the employment of labor, including those relating to wages, hours, collective bargaining and the payment and withholding of taxes and other sums as required by appropriate Governmental Authorities. To the extent of any conflict or inconsistency among the provisions of the Loan Documents and the Franchise Agreement or any other similar document, the provisions of the Loan Documents shall control.

Franchise Agreement. (a) Except Buyer acknowledges and agrees that the purchase and sale contemplated by this Agreement is intended to constitute a “Transfer” as provided defined in this the Existing Franchise Agreement. (b) No later than three (3) Business Days after the Effective Date, Buyer shall complete and submit to Franchisor its then-current questionnaire as contemplated by its then- current franchise disclosure document. From and after the Effective Date and through the Closing Date, Buyer shall proceed promptly and diligently to (i) complete and submit to Franchisor its then-current form of application for a new franchise agreement (for a term to be determined by Franchisor), and (ii) pay all applicable franchise application fees to Franchisor required by Franchisor for approval of Buyer as a new franchisee under the “Hampton Inn” brand (the “Franchise Approval”), which Franchise Approval, at Franchisor’s sole election, may contemplate an assignment and assumption as well as the amendment of the Existing Franchise Agreement or the execution by and between Franchisor and Buyer of a new franchise agreement (as applicable, together with such other agreements required by Franchisor, the Properties shall at all times be operated in accordance with “New Franchise Agreement”), on the terms and conditions applicable to a proposed transferee as set forth in Section 13 of the Existing Franchise Agreements. Borrower shallAgreement and/or as otherwise required by Franchisor as a condition to the Franchise Approval including, or shall cause Senior Mezzanine Borrower to cause Mortgage Borrower or Operating Lessee to cause Manager but not limited to, (iA) providing to Franchisor in a timely fashion all documents, information and representations and warranties required by Franchisor (including, without limitation, any information relating to Buyer, its ownership, hotel management company and personnel, or any guarantor of Buyer’s obligations under the New Franchise Agreement, if any), (B) the agreement of Buyer to pay Franchisor’s then-current franchise application fee and any and all sums costs associated with any property improvement plan required by Franchisor to be carried out by Seller or Buyer as a condition to issuing the New Franchise Agreement to Buyer, (C) seeking Franchisor’s approval of Buyer or any reputable third-party manager designated by Buyer in its commercially reasonable discretion as the manager of the Hotel from and after the Closing (for the avoidance of doubt, if Franchisor does not approve Buyer as the manager of the Hotel from and after the Closing, then Buyer shall be required to provide and seek Franchisor’s approval of a reputable third-party manager designated by Buyer in its commercially reasonable discretion to be paid by Mortgage Borrower, Operating Lessee and/or Manager under the Franchise Agreements, (ii) diligently perform, observe and enforce all manager of the terms, covenants Hotel from and conditions of after the Franchise Agreements, (iii) promptly deliver to Lender a copy of any written notice to Mortgage Borrower or Operating Lessee of any default by Mortgage Borrower, Operating Lessee and/or Manager under the Franchise Agreements and notify Lender of any material default under the Franchise Agreements of which it is aware, (iv) promptly deliver to Lender a copy of any written notice to Franchisor of any default by Franchisor under the Franchise Agreements, (v) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of non-performance, report and estimate (a) received by Mortgage Borrower or Operating Lessee under the Franchise Agreements and (b) required to be delivered by Mortgage Borrower, Operating Lessee and/or Manager to Franchisor under the Franchise Agreements, (vi) complete all work required under any PIP on or prior to the Outside Date, (vii) not modify or amend the Franchise Agreements to the extent such modification or amendment could reasonably be expected to have a Material Adverse EffectClosing), and (viiiD) except as provided in clause the negotiation and delivery of an executed guaranty by a guarantor approved by Franchisor of all of Buyer’s obligations under the New Franchise Agreement for the benefit of Franchisor, if required. (bc) below not terminate, cancel, or replace Seller shall reasonably cooperate with Buyer’s efforts to obtain the Franchise AgreementsApproval, nor replace the Franchisor, nor waive or release any of its rights and remedies under the Franchise Agreements in any material respect, without Lender’s prior written consent. Each request by Borrower for approval and consent by Lender pursuant provided that Seller shall not be required to this Section 5.25 shall be in writing and contain a legend in capitalized bold letters on the top of the cover page stating: “LENDER’S RESPONSE IS REQUESTED WITHIN TEN (10) BUSINESS DAYS. LENDER’S FAILURE TO RESPOND WITHIN SUCH TIME PERIOD SHALL RESULT IN LENDER’S CONSENT BEING DEEMED TO HAVE BEEN GRANTED” and Borrower shall include the following documentation with such request all materials reasonably necessary in order for Lender to evaluate such matter. In the event that Lender fails to grant or withhold its approval and consent to such matter within such ten (10) Business Day period (and, in the case of a withholding of consent, stating the grounds therefor in reasonable detail), then, so long as no Event of Default is continuing, Lender’s approval and consent shall be deemed to have been granted. There shall be no administrative or approval fee in connection with this Section 5.25(a), but Borrower shall pay incur any out-of-pocket costs and expenses incurred by Lender. (b) Notwithstanding the foregoing, provided no Event of Default is continuing, Mortgage Borrower and/or Operating Lessee shall have the right, and the right to permit Franchisor, without the prior written approval of Lender (but upon prior written notice to Lenderother than Seller’s own attorneys’ fees), to terminate a Franchise Agreement at an Individual Propertyliabilities or obligations in connection therewith; provided, however, it Buyer shall not be an Event of Default hereunder in responsible for Seller’s performance or compliance prior to the event that within sixty (60) days of Closing with Seller’s pre-Closing obligations under the termination of such Existing Franchise Agreement and Seller shall not be responsible for any pre- or post-Closing obligations under the New Franchise Agreement. (d) Buyer shall use commercially reasonable efforts to diligently pursue and negotiate in good faith the New Franchise Agreement and Buyer shall promptly and diligently undertake all such acts as may be reasonably necessary to (i) Borrower shall have failed (or shall have failed to cause Senior Mezzanine Borrower to cause Mortgage Borrower or Operating Lessee in obtain the case of clause (2) hereof) to deliver to Lender either (1) a PIP Guaranty relating to any New PIP contemplated Franchise Approval by the Replacement Franchise Agreement or the Replacement Management Agreement with a Brand Manager or (2) Cash to be deposited into the PIP Reserve Account in an amount equal to the PIP Required Deposit contemplated by the Replacement Franchise Agreement or the Replacement Management Agreement with a Brand Manager, which Cash shall be held and distributed in accordance with the terms of Section 9.9 expiration of the Mortgage Loan Agreement Due Diligence Period, and (ii) Borrower fails satisfy the closing condition set forth in subsection 5.1(f) on or prior to deliver evidence reasonably acceptable the Closing Date. (e) If the Franchise Approval is not obtained prior to Lender that a Replacement the expiration of the Due Diligence Period, Buyer shall, from and after the expiration of the Due Diligence Period, continue to use diligent and commercially reasonable efforts to obtain the Franchise Approval (which efforts shall include, but not be limited to, the continued efforts to comply with the requirements of subsection 4.5(b) above) as soon as possible after the expiration of the Due Diligence Period but in no event later than the Closing Date, and Buyer’s failure to so obtain the Franchise Approval and enter into the New Franchise Agreement and/or satisfy all other conditions with respect thereto as provided in subsection 4.5(b) by the Closing Date shall be a breach and default by Buyer under this Agreement permitting Seller to terminate this Agreement as provided in Section 12.1 of this Agreement and to retain the Deposit, after which neither party shall have any further obligation or a Replacement Management liability under this Agreement except as expressly survives the termination of this Agreement. (f) At the request of Seller (which request may be given at any time before the issuance of the Franchise Approval), Buyer shall promptly confirm to Seller in writing that Buyer has complied with a Brand Manager is the requirements of subsection 4.5(b) above (and, if not, in full force what respect it has not and effect the expected time frame for doing so). (g) Buyer shall defend, indemnify, and hold the Seller-Related Parties harmless from and against any and all claims, costs, penalties, damages, losses, liabilities and expenses (including court costs and attorneys’ fees) that may at any time be incurred by the applicable Individual PropertySeller-Related Parties arising out of, by reason of, or in connection with any obligation of, or breach or default by, Buyer under the New Franchise Agreement. (h) The obligations of Buyer contained in this Section 4.5 shall survive the Closing or any termination of this Agreement without limitation.

Franchise Agreement. (a) Except Purchaser may instruct Seller to terminate the Franchise Agreement with such termination to be effective as of the Closing Date, in Purchaser's sole discretion, provided that in such event Purchaser shall be solely responsible for the payment of liquidated damages, termination fees, costs or other liabilities arising from or related to the termination of such Franchise Agreement and shall indemnify and hold harmless Seller therefrom. The preceding provisions of this Section 11.2 shall survive the Closing or earlier ------------ termination of this Agreement. (b) As between Seller and Purchaser, Seller shall be solely responsible for obtaining, at its sole cost and expense, the Franchisor Comfort Letters and the consent of the franchisor, if required pursuant to the Franchise Agreement, to the transactions described in this Agreement; provided that the failure of Seller to obtain such Franchisor Comfort Letters or consents of franchisors, the Properties shall at all times be operated after using commercially reasonable, good faith efforts to do so in accordance with Section 8.1(o), shall not be a default under this Agreement; -------------- provided further that Seller's obligation and liability to pay administrative fees imposed by the franchisor for such Franchisor Comfort Letters, such consents or otherwise in connection with the transaction contemplated by this Purchase Agreement shall be limited to the first One Hundred Thousand Dollars ($100,000) of the collective administrative fees required by the franchisor and by any franchisor in connection with the transactions contemplated by the Other Agreements and one-half of all amounts in excess thereof, and Purchaser hereby covenants and agrees to pay the other one-half of such administrative fees in excess of One Hundred Thousand Dollars ($100,000). In no event shall the requirement of payment of administrative fees constitute a reason for Purchaser to fail to close on the Property. (c) In the event Purchaser directs Seller to terminate the Franchise Agreement pursuant to this Section 11.2 and intends to cause Operating ------------ Lessee, as lessee, to enter into a new franchise agreement at the Closing and has a binding commitment from the new franchisor for the same (subject to reasonable conditions), Seller and Purchaser hereby agree to negotiate in good faith to an adjustment of the rent payable pursuant to the Operating Lease for the Property, based on the terms and conditions of the Franchise Agreements. Borrower shall, or shall cause Senior Mezzanine Borrower new franchise agreement and its anticipated effect on Gross Revenues (as defined in the Operating Lease). (d) Notwithstanding anything to cause Mortgage Borrower or Operating Lessee to cause Manager to, the contrary contained herein (i) pay all sums required to be paid by Mortgage Borrower, Operating Lessee and/or Manager under the Franchise Agreements, (ii) diligently perform, observe and enforce all of the terms, covenants and conditions of the Franchise Agreements, (iii) promptly deliver to Lender a copy of any written notice to Mortgage Borrower or Operating Lessee of any default by Mortgage Borrower, Operating Lessee and/or Manager under the Franchise Agreements and notify Lender of any material default under the Franchise Agreements of which it is aware, (iv) promptly deliver to Lender a copy of any written notice to Franchisor of any default by Franchisor under the Franchise Agreements, (v) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of non-performance, report and estimate (a) received by Mortgage Borrower or Operating Lessee under the Franchise Agreements and including without limitation subparagraph (b) required above), if in connection with the transaction contemplated by this Agreement or the obtaining of the Franchisor Comfort Letters or franchisor consents, the franchisor requires any capital improvement to be delivered by Mortgage Borrowermade at the Property (hereinafter, Operating Lessee and/or Manager a "PIP"), Purchaser shall be solely responsible for the cost and expense of the same. In no event shall the requirement of a PIP constitute a reason for Purchaser to Franchisor under fail to close on the Property. In lieu of agreeing to any PIP requirement, Purchaser may direct Seller to terminate the Franchise Agreements, (vi) complete all work required under any PIP on or prior to the Outside Date, (vii) not modify or amend the Franchise Agreements to the extent such modification or amendment could reasonably be expected to have a Material Adverse Effect, and (viii) except Agreement as provided in clause (b) below not terminateSection 11.2(a). If --------------- any such PIP requirement is imposed solely as a result of Purchaser's request for a Franchisor Comfort Letter, cancel, or replace Purchaser may waive the Franchise Agreements, nor replace the Franchisor, nor waive or release any of its rights and remedies under the Franchise Agreements in any material respect, without Lender’s prior written consent. Each request by Borrower for approval and consent by Lender pursuant to this Section 5.25 shall be in writing and contain a legend in capitalized bold letters on the top of the cover page stating: “LENDER’S RESPONSE IS REQUESTED WITHIN TEN (10) BUSINESS DAYS. LENDER’S FAILURE TO RESPOND WITHIN SUCH TIME PERIOD SHALL RESULT IN LENDER’S CONSENT BEING DEEMED TO HAVE BEEN GRANTED” and Borrower shall include the following documentation with such request all materials reasonably necessary in order for Lender to evaluate such matter. In the event that Lender fails to grant or withhold its approval and consent to such matter within such ten (10) Business Day period (and, in the case of a withholding of consent, stating the grounds therefor in reasonable detail), then, so long as no Event of Default is continuing, Lender’s approval and consent shall be deemed to have been granted. There shall be no administrative or approval fee in connection with this Section 5.25(a), but Borrower shall pay any out-of-pocket costs and expenses incurred by Lender. (b) Notwithstanding the foregoing, provided no Event of Default is continuing, Mortgage Borrower and/or Operating Lessee shall have the right, and the right to permit Franchisor, without the prior written approval of Lender (but upon prior written notice to Lender), to terminate a Franchise Agreement at an Individual Property; provided, however, it shall be an Event of Default hereunder in the event that within sixty (60) days of the termination delivery of such Franchise Agreement (i) Borrower shall have failed (or shall have failed Franchisor Comfort Letter as a condition to cause Senior Mezzanine Borrower to cause Mortgage Borrower or Operating Lessee in the case of clause (2) hereof) to deliver to Lender either (1) a PIP Guaranty relating to any New PIP contemplated by the Replacement Franchise Agreement or the Replacement Management Agreement with a Brand Manager or (2) Cash to be deposited into the PIP Reserve Account in an amount equal to the PIP Required Deposit contemplated by the Replacement Franchise Agreement or the Replacement Management Agreement with a Brand Manager, which Cash shall be held and distributed in accordance with the terms of Section 9.9 of the Mortgage Loan Agreement and (ii) Borrower fails to deliver evidence reasonably acceptable to Lender that a Replacement Franchise Agreement or a Replacement Management Agreement with a Brand Manager is in full force and effect at the applicable Individual PropertyClosing.

Franchise Agreement. (a) Except as provided in this Agreement, the Properties shall at all times be operated in accordance with the terms and conditions of the Franchise Agreements. Borrower shall, or shall cause Senior Mezzanine Borrower to cause Mortgage Borrower or Operating Lessee to cause Manager to, (i) pay all sums required to be paid by Mortgage Borrower, Operating Lessee and/or Manager under the Franchise Agreements, (ii) diligently perform, observe and enforce all of the terms, covenants and conditions of the Franchise Agreements, (iii) promptly deliver to Lender a copy of any written notice to Mortgage Borrower or Operating Lessee of any default by Mortgage Borrower, Operating Lessee and/or Manager under the Franchise Agreements and notify Lender of any material default under the Franchise Agreements of which it is aware, (iv) promptly deliver to Lender a copy of any written notice to Franchisor of any default by Franchisor under the Franchise Agreements, (v) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of non-performance, report and estimate (a) received by Mortgage Borrower or Operating Lessee under the Franchise Agreements and (b) required to be delivered by Mortgage Borrower, Operating Lessee and/or Manager to Franchisor under the Franchise Agreements, (vi) complete all work required under any PIP on or prior to the Outside Date, (vii) not modify or amend the Franchise Agreements to the extent such modification or amendment could reasonably be expected to have a Material Adverse Effect, and (viii) except as provided in clause (b) below not terminate, cancel, or replace the Franchise Agreements, nor replace the Franchisor, nor waive or release any of its rights and remedies under the Franchise Agreements in any material respect, without Lender’s prior written consent. Each request by Borrower for approval and consent by Lender pursuant to this Section 5.25 shall be in writing and contain a legend in capitalized bold letters on the top of the cover page stating: “LENDER’S RESPONSE IS REQUESTED WITHIN TEN (10) BUSINESS DAYS. LENDER’S FAILURE TO RESPOND WITHIN SUCH TIME PERIOD SHALL RESULT IN LENDER’S CONSENT BEING DEEMED TO HAVE BEEN GRANTED” and Borrower shall include the following documentation with such request all materials reasonably necessary in order for Lender to evaluate such matter. In the event that Lender fails to grant or withhold its approval and consent to such matter within such ten (10) Business Day period (and, in the case of a withholding of consent, stating the grounds therefor in reasonable detail), then, so long as no Event of Default is continuing, Lender’s approval and consent shall be deemed to have been granted. There shall be no administrative or approval fee in connection with this Section 5.25(a), but Borrower shall pay any out-of-pocket costs and expenses incurred by Lender. (b) Notwithstanding the foregoing, provided no Event of Default is continuing, Mortgage Borrower and/or Operating Lessee shall have the right, and the right to permit Franchisor, without the prior written approval of Lender (but upon prior written notice to Lender), to terminate a Franchise Agreement at an Individual Property; provided, however, it shall be an Event of Default hereunder in the event that within sixty (60) days of the termination of such Franchise Agreement (i) Borrower shall have failed (or shall have failed to cause Senior Mezzanine Borrower to cause Mortgage Borrower or Operating Lessee in the case of clause (2) hereof) to deliver to Lender either (1) a PIP Guaranty relating to any New PIP contemplated by the Replacement Franchise Agreement or the Replacement Management Agreement with a Brand Manager or (2) Cash cash to be deposited into the PIP Reserve Account in an amount equal to the PIP Required Deposit contemplated by the Replacement Franchise Agreement or the Replacement Management Agreement with a Brand Manager, which Cash cash shall be held and distributed in accordance with the terms of Section 9.9 of the Mortgage Loan Agreement hereof and (ii) Borrower fails to deliver evidence reasonably acceptable to Lender that a Replacement Franchise Agreement or a Replacement Management Agreement with a Brand Manager is in full force and effect at the applicable Individual Property.

Franchise Agreement. (a) Except as provided in this AgreementIn addition, the Properties Borrowers shall at all times not, without Lender's prior written consent, which consent shall not be operated in accordance with unreasonably withheld, conditioned or delayed: (x) increase or consent to the terms and conditions increase of the aggregate amount of any fees under any Franchise Agreements. Borrower shallAgreement; or (y) otherwise materially modify, change, supplement, alter or amend, or shall cause Senior Mezzanine Borrower to cause Mortgage Borrower or Operating Lessee to cause Manager to, (i) pay all sums required to be paid by Mortgage Borrower, Operating Lessee and/or Manager under the Franchise Agreements, (ii) diligently perform, observe and enforce all of the terms, covenants and conditions of the Franchise Agreements, (iii) promptly deliver to Lender a copy of any written notice to Mortgage Borrower or Operating Lessee of any default by Mortgage Borrower, Operating Lessee and/or Manager under the Franchise Agreements and notify Lender of any material default under the Franchise Agreements of which it is aware, (iv) promptly deliver to Lender a copy of any written notice to Franchisor of any default by Franchisor under the Franchise Agreements, (v) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of non-performance, report and estimate (a) received by Mortgage Borrower or Operating Lessee under the Franchise Agreements and (b) required to be delivered by Mortgage Borrower, Operating Lessee and/or Manager to Franchisor under the Franchise Agreements, (vi) complete all work required under any PIP on or prior to the Outside Date, (vii) not modify or amend the Franchise Agreements to the extent such modification or amendment could reasonably be expected to have a Material Adverse Effect, and (viii) except as provided in clause (b) below not terminate, cancel, or replace the Franchise Agreements, nor replace the Franchisor, nor waive or release any of its material rights and remedies under under, any Franchise Agreement. Lender's consent to any replacement of any Franchise Agreement, or the termination, renewal, extension or modification of an existing Franchise Agreements in any material respectAgreement, without Lender’s prior written consent. Each request by Borrower for approval and consent by Lender pursuant to this Section 5.25 shall be deemed given, if the first correspondence from the Borrowers to Lender requesting such consent is in writing an envelope marked "PRIORITY" and contain contains a bold-faced, conspicuous legend in capitalized bold letters on at the top of the cover first page stating: “LENDER’S RESPONSE IS REQUESTED thereof stating that "IF YOU FAIL TO RESPOND TO OR TO EXPRESSLY DENY THIS REQUEST FOR APPROVAL IN WRITING WITHIN FIFTEEN (15) DAYS, YOUR APPROVAL MAY BE DEEMED GIVEN", and is accompanied by the information and documents required above and any other information reasonably requested by Lender in writing prior to the expiration of such fifteen (15) day period in order to adequately review the same has been delivered and, if Lender fails to respond or to expressly deny such request for approval in writing within the fifteen (15) day period, a second notice is delivered to Lender from the Borrowers in an envelope marked "PRIORITY" requesting approval containing a bold-faced, conspicuous legend at the top of the first page thereof stating that "IF YOU FAIL TO RESPOND TO OR EXPRESSLY DENY THIS REQUEST FOR APPROVAL IN WRITING WITHIN TEN (10) BUSINESS DAYS. LENDER’S FAILURE TO RESPOND WITHIN SUCH TIME PERIOD , YOUR APPROVAL SHALL RESULT IN LENDER’S CONSENT BEING BE DEEMED TO HAVE BEEN GRANTED” GIVEN" and Borrower shall include the following documentation with such request all materials reasonably necessary in order for Lender to evaluate such matter. In the event that Lender fails to grant respond or withhold its to expressly deny each request for approval and consent to such matter within such the ten (10) Business Day period (and, in the case of a withholding of consent, stating the grounds therefor in reasonable detail), then, so long as no Event of Default is continuing, Lender’s approval and consent shall be deemed to have been granted. There shall be no administrative or approval fee in connection with this Section 5.25(a), but Borrower shall pay any out-of-pocket costs and expenses incurred by Lenderday period. (b) Notwithstanding the foregoing, provided no Event of Default is continuing, Mortgage Borrower and/or Operating Lessee shall have the right, and the right to permit Franchisor, without the prior written approval of Lender (but upon prior written notice to Lender), to terminate a Franchise Agreement at an Individual Property; provided, however, it shall be an Event of Default hereunder in the event that within sixty (60) days of the termination of such Franchise Agreement (i) Borrower shall have failed (or shall have failed to cause Senior Mezzanine Borrower to cause Mortgage Borrower or Operating Lessee in the case of clause (2) hereof) to deliver to Lender either (1) a PIP Guaranty relating to any New PIP contemplated by the Replacement Franchise Agreement or the Replacement Management Agreement with a Brand Manager or (2) Cash to be deposited into the PIP Reserve Account in an amount equal to the PIP Required Deposit contemplated by the Replacement Franchise Agreement or the Replacement Management Agreement with a Brand Manager, which Cash shall be held and distributed in accordance with the terms of Section 9.9 of the Mortgage Loan Agreement and (ii) Borrower fails to deliver evidence reasonably acceptable to Lender that a Replacement Franchise Agreement or a Replacement Management Agreement with a Brand Manager is in full force and effect at the applicable Individual Property.

Franchise Agreement. (a) Except Purchaser may instruct Seller to terminate the Franchise Agreement with such termination to be effective as of the Closing Date, in Purchaser's sole discretion, provided that in such event Purchaser shall be solely responsible for the payment of liquidated damages, termination fees, costs or other liabilities arising from or related to the termination of such Franchise Agreement and shall indemnify and hold harmless Seller therefrom. The preceding provisions of this Section 11.2 shall survive the Closing or earlier ------------ termination of this Agreement. (b) As between Seller and Purchaser, Seller shall be solely responsible for obtaining, at its sole cost and expense, the Franchisor Comfort Letters and the consent of the franchisor, if required pursuant to the Franchise Agreement, to the transactions described in this Agreement; provided that the failure of Seller to obtain such Franchisor Comfort Letters or consents of franchisors, the Properties shall at all times be operated after using commercially reasonable, good faith efforts to do so in accordance with Section 8.1(o), shall not be a default under this Agreement; -------------- provided further that Seller's obligation and liability to pay administrative fees imposed by the franchisor for such Franchisor Comfort Letters, such consents or otherwise in connection with the transaction contemplated by this Purchase Agreement shall be limited to the first One Hundred Thousand Dollars ($100,000) of the collective administrative fees required by the franchisor and by any franchisor in connection with the transactions contemplated by the Other Agreements and one-half of all amounts in excess thereof, and Purchaser hereby covenants and agrees to pay the other one-half of such administrative fees in excess of One Hundred Thousand Dollars ($100,000). In no event shall the requirement of payment of administrative fees constitute a reason for Purchaser to fail to close on the Property. (c) In the event Purchaser directs Seller to terminate the Franchise Agreement pursuant to this Section 11.2 and intends to cause Operating ------------ Lessee, as lessee, to enter into a new franchise agreement at the Closing and has a binding commitment from the new franchisor for the same (subject to reasonable conditions), Seller and Purchaser hereby agree to negotiate in good faith to an adjustment of the rent payable pursuant to the Operating Lease, based on the terms and conditions of the Franchise Agreements. Borrower shall, or shall cause Senior Mezzanine Borrower new franchise agreement and its anticipated effect on Gross Revenues (as defined in the Operating Lease). (d) Notwithstanding anything to cause Mortgage Borrower or Operating Lessee to cause Manager to, the contrary contained herein (i) pay all sums required to be paid by Mortgage Borrower, Operating Lessee and/or Manager under the Franchise Agreements, (ii) diligently perform, observe and enforce all of the terms, covenants and conditions of the Franchise Agreements, (iii) promptly deliver to Lender a copy of any written notice to Mortgage Borrower or Operating Lessee of any default by Mortgage Borrower, Operating Lessee and/or Manager under the Franchise Agreements and notify Lender of any material default under the Franchise Agreements of which it is aware, (iv) promptly deliver to Lender a copy of any written notice to Franchisor of any default by Franchisor under the Franchise Agreements, (v) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of non-performance, report and estimate (a) received by Mortgage Borrower or Operating Lessee under the Franchise Agreements and including without limitation subparagraph (b) required above), if in connection with the transaction contemplated by this Agreement or the obtaining of the Franchisor Comfort Letters or franchisor consents, the franchisor requires any capital improvement to be delivered by Mortgage Borrowermade at the Property (hereinafter, Operating Lessee and/or Manager a "PIP"), Purchaser shall be solely responsible for the cost and expense of the same. In no event shall the requirement of a PIP constitute a reason for Purchaser to Franchisor under fail to close on the Property. In lieu of agreeing to any PIP requirement, Purchaser may direct Seller to terminate the Franchise Agreements, (vi) complete all work required under any PIP on or prior to the Outside Date, (vii) not modify or amend the Franchise Agreements to the extent such modification or amendment could reasonably be expected to have a Material Adverse Effect, and (viii) except Agreement as provided in clause (b) below not terminateSection 11.2(a). If --------------- any such PIP requirement is imposed solely as a result of Purchaser's request for a Franchisor Comfort Letter, cancel, or replace Purchaser may waive the Franchise Agreements, nor replace the Franchisor, nor waive or release any of its rights and remedies under the Franchise Agreements in any material respect, without Lender’s prior written consent. Each request by Borrower for approval and consent by Lender pursuant to this Section 5.25 shall be in writing and contain a legend in capitalized bold letters on the top of the cover page stating: “LENDER’S RESPONSE IS REQUESTED WITHIN TEN (10) BUSINESS DAYS. LENDER’S FAILURE TO RESPOND WITHIN SUCH TIME PERIOD SHALL RESULT IN LENDER’S CONSENT BEING DEEMED TO HAVE BEEN GRANTED” and Borrower shall include the following documentation with such request all materials reasonably necessary in order for Lender to evaluate such matter. In the event that Lender fails to grant or withhold its approval and consent to such matter within such ten (10) Business Day period (and, in the case of a withholding of consent, stating the grounds therefor in reasonable detail), then, so long as no Event of Default is continuing, Lender’s approval and consent shall be deemed to have been granted. There shall be no administrative or approval fee in connection with this Section 5.25(a), but Borrower shall pay any out-of-pocket costs and expenses incurred by Lender. (b) Notwithstanding the foregoing, provided no Event of Default is continuing, Mortgage Borrower and/or Operating Lessee shall have the right, and the right to permit Franchisor, without the prior written approval of Lender (but upon prior written notice to Lender), to terminate a Franchise Agreement at an Individual Property; provided, however, it shall be an Event of Default hereunder in the event that within sixty (60) days of the termination delivery of such Franchise Agreement (i) Borrower shall have failed (or shall have failed Franchisor Comfort Letter as a condition to cause Senior Mezzanine Borrower to cause Mortgage Borrower or Operating Lessee in the case of clause (2) hereof) to deliver to Lender either (1) a PIP Guaranty relating to any New PIP contemplated by the Replacement Franchise Agreement or the Replacement Management Agreement with a Brand Manager or (2) Cash to be deposited into the PIP Reserve Account in an amount equal to the PIP Required Deposit contemplated by the Replacement Franchise Agreement or the Replacement Management Agreement with a Brand Manager, which Cash shall be held and distributed in accordance with the terms of Section 9.9 of the Mortgage Loan Agreement and (ii) Borrower fails to deliver evidence reasonably acceptable to Lender that a Replacement Franchise Agreement or a Replacement Management Agreement with a Brand Manager is in full force and effect at the applicable Individual PropertyClosing.

Franchise Agreement. (a) Except as provided in this Agreement, the Properties shall at all times be operated in accordance with the terms and conditions of the Franchise Agreements. Borrower shall, or shall cause Senior Mezzanine Borrower to cause Mortgage Borrower or Operating Lessee to cause Manager to, (i) pay all sums required to be paid by Mortgage Borrower, Operating Lessee and/or Manager under the Franchise Agreements, (ii) diligently perform, observe and enforce all of the terms, covenants and conditions of the Franchise Agreements, (iii) promptly deliver to Lender a copy of any written notice to Mortgage Borrower or Operating Lessee of any default by Mortgage Borrower, Operating Lessee and/or Manager under the Franchise Agreements and notify Lender of any material default under the Franchise Agreements of which it is aware, (iv) promptly deliver to Lender a copy of any written notice to Franchisor of any default by Franchisor under the Franchise Agreements, (v) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of non-performance, report and estimate (a) received by Mortgage Borrower or Operating Lessee under the Franchise Agreements and (b) required to be delivered by Mortgage Borrower, Operating Lessee and/or Manager to Franchisor under the Franchise Agreements, (vi) complete all work required under any PIP on or prior to the Outside Date, (vii) not modify or amend the Franchise Agreements to the extent such modification or amendment could reasonably be expected to have a Material Adverse Effect, and (viii) except as provided in clause (b) below not terminate, cancel, or replace the Franchise Agreements, nor replace the Franchisor, nor waive or release any of its rights and remedies under the Franchise Agreements in any material respect, without Lender’s prior written consent. Each request by Borrower for approval and consent by Lender pursuant to this Section 5.25 shall be in writing and contain a legend in capitalized bold letters on the top of the cover page stating: “LENDER’S RESPONSE IS REQUESTED WITHIN TEN (10) BUSINESS DAYS. LENDER’S FAILURE TO RESPOND WITHIN SUCH TIME PERIOD SHALL RESULT IN LENDER’S CONSENT BEING DEEMED TO HAVE BEEN GRANTED” and Borrower shall include the following documentation with such request all materials reasonably necessary in order for Lender to evaluate such matter. In the event that Lender fails to grant or withhold its approval and consent to such matter within such ten (10) Business Day period (and, in the case of a withholding of consent, stating the grounds therefor in reasonable detail), then, so long as no Event of Default is continuing, Lender’s approval and consent shall be deemed to have been granted. There shall be no administrative or approval fee in connection with this Section 5.25(a), but Borrower shall pay any out-of-pocket costs and expenses incurred by Lender. (b) Notwithstanding the foregoing, provided no Event of Default is continuing, Mortgage Borrower and/or Operating Lessee shall have the right, and the right to permit Franchisor, without the prior written approval of Lender (but upon prior written notice to Lender), to terminate a Franchise Agreement at an Individual Property; provided, however, it shall be an Event of Default hereunder in the event that within sixty (60) days of the termination of such Franchise Agreement (i) Borrower shall have failed (or shall have failed to cause Senior Mezzanine Borrower to cause Mortgage Borrower or Operating Lessee in the case of clause (2) hereof) to deliver to Lender either (1) a PIP Guaranty relating to any New PIP contemplated by the Replacement Franchise Agreement or the Replacement Management Agreement with a Brand Manager or (2) Cash cash to be deposited into the PIP Reserve Account in an amount equal to the PIP Required Deposit contemplated by the Replacement Franchise Agreement or the Replacement Management Agreement with a Brand Manager, which Cash cash shall be held and distributed in accordance with the terms of Section 9.9 of the Mortgage Loan Agreement hereof and (ii) Borrower fails to deliver evidence reasonably acceptable to Lender that a Replacement Franchise Agreement or a Replacement Management Agreement with a Brand Manager is in full force and effect at the applicable Individual Property. (c) WITH RESPECT TO THE SHERATON BUCKS COUNTY PROPERTY, THE APPLICABLE BORROWER IS A PARTY TO A LICENSE AGREEMENT WITH THE SHERATON CORPORATON THAT ENABLES IT TO OPERATE A HOTEL USING THE SERVICE ▇▇▇▇ “SHERATON®.” NEITHER THE SHERATON CORPORATION NOR ITS AFFILIATES OWN SUCH HOTEL OR ARE A PARTY TO THIS FINANCING AND HAVE NOT PROVIDED OR REVIEWED, AND ARE NOT RESPONSIBLE FOR, ANY DISCLOSURES OR OTHER INFORMATION SET FORTH HEREIN.

Franchise Agreement. On or before November 27, 2015, Purchaser shall send Seller written notice of its election, at its sole and absolute discretion, to (ai) Except as provided in this Agreement, have Seller terminate the Properties shall at all times be operated existing Franchise Agreement in accordance with the terms and conditions of the Franchise Agreements. Borrower shallAgreement (which termination shall be at Seller’s sole cost and expense) effective at Closing (if and only if Closing occurs); or (ii) enter into a new franchise agreement or take an assignment of the existing Franchise Agreement with Franchisor at Closing (in each instance, at Purchaser’s sole cost and expense), in each case of this clause (ii), pursuant to Franchisor’s acceptance of the Material Franchise Terms (as defined below); provided, however, in the event that Purchaser has not made its election on or before November 27, 2015, Purchaser shall cause Senior Mezzanine Borrower have up to an additional fourteen (14) days in which to make the election hereof by notifying Seller in writing of its need to extend the election period under this Section 4.9 up to December 11, 2015; provided further, that if Purchaser elects to cause Mortgage Borrower or Operating Lessee Seller to cause Manager to, terminate the existing Franchise Agreement and such extension makes it impossible for Seller to provide its requisite sixty (i60) pay all sums days advance written notice of the termination of the existing Franchise Agreement due to the Closing of the sale of the Hotel as required to be paid by Mortgage Borrower, Operating Lessee and/or Manager under the Franchise AgreementsAgreement, then the Closing Date shall be extended day-for-day as necessary to permit Seller to provide such sixty (ii60) diligently perform, observe and enforce all of the terms, covenants and conditions of the Franchise Agreements, (iii) promptly deliver to Lender a copy of any written notice to Mortgage Borrower or Operating Lessee of any default by Mortgage Borrower, Operating Lessee and/or Manager under the Franchise Agreements and notify Lender of any material default under the Franchise Agreements of which it is aware, (iv) promptly deliver to Lender a copy of any days’ prior written notice to Franchisor of any default unless such prior notice is waived in writing by Franchisor. So long as Purchaser complies with its obligations set forth in this Section 4.9, it shall be a condition to Purchaser’s obligation to Closing that Franchisor under the Franchise Agreements, (v) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of non-performance, report and estimate shall have (a) received by Mortgage Borrower or Operating Lessee under consented to the assignment of the Franchise Agreements Agreement to Purchaser at Closing in accordance with the terms of the Franchise Agreement or (b) entered into a new hotel franchise agreement with Purchaser or its designee as amended (in the case of an assignment) or upon the form included in Franchisor’s current Franchise Disclosure Document (“FDD”) (in the case of a new hotel franchise agreement), in each instance of clauses (a) and (b), modified to reflect (1) required to be delivered by Mortgage Borrower, Operating Lessee and/or Manager to those commercially reasonable changes that are consistent with the terms of the most recent franchise agreement between Franchisor under the Franchise Agreements, (vi) complete all work required under any PIP on and Purchaser or prior to the Outside Date, (vii) not modify or amend the Franchise Agreements to the extent such modification or amendment could reasonably be expected to have a Material Adverse Effect, Affiliates of Purchaser and (viii2) except as provided those terms set forth on Exhibit W attached hereto (collectively, the “Material Franchise Terms”). Notwithstanding the foregoing, in clause (b) below not terminate, cancel, or replace the Franchise Agreements, nor replace the Franchisor, nor waive or release any of its rights and remedies under the Franchise Agreements in any material respect, without Lender’s prior written consent. Each request by Borrower for approval and consent by Lender pursuant to this Section 5.25 shall be in writing and contain a legend in capitalized bold letters on the top of the cover page stating: “LENDER’S RESPONSE IS REQUESTED WITHIN TEN (10) BUSINESS DAYS. LENDER’S FAILURE TO RESPOND WITHIN SUCH TIME PERIOD SHALL RESULT IN LENDER’S CONSENT BEING DEEMED TO HAVE BEEN GRANTED” and Borrower shall include the following documentation with such request all materials reasonably necessary in order for Lender to evaluate such matter. In the event that Lender fails Purchase elects to grant have Seller terminate the existing Franchise Agreement and Purchaser elects enter into a new franchise agreement with any hotel brand or withhold collection of brands other than with Franchisor (the “New Brand”), then so long as Purchaser complies with its approval obligations set forth in this Section 4.9, it shall be a condition to Purchaser’s obligation to Closing that such new franchisor shall have entered into a new hotel franchise agreement with Purchaser or its designee upon the form included in such new franchisor’s current FDD and consent to those terms set forth on Exhibit W attached hereto (collectively, the “New Brand Material Franchise Terms”). Franchisor’s written confirmation (or its customary equivalent) to, at Closing, enter into such matter within such ten (10) Business Day period (andfranchise agreement with Purchaser upon the Material Franchise Terms or, in the case of a withholding of consentNew Brand, stating such new franchisor’s written confirmation (or its customary equivalent) to, at Closing, enter into such franchise agreement with Purchaser upon the grounds therefor in reasonable detailNew Brand Material Franchise Terms (as applicable, the “Franchisor Approval”). Promptly after Purchaser makes its election under this Section 4.9 (and not later than five (5) Business Days thereafter), thenPurchaser shall file its application for the assignment of the Franchise Agreement or the issuance of a new franchise agreement with Franchisor or the New Brand, so long as no Event of Default is continuing, Lender’s approval and consent shall be deemed to have been granted. There shall be no administrative or approval fee in connection with this Section 5.25(a), but Borrower shall pay any out-of-pocket costs and expenses incurred by Lender. (b) Notwithstanding the foregoing, provided no Event of Default is continuing, Mortgage Borrower and/or Operating Lessee shall have the rightapplicable, and the right to permit Franchisor, without the prior written approval of Lender (but upon prior written notice to Lender), to terminate a Franchise Agreement at an Individual Propertytogether therewith pay all required application fees; provided, however, it shall be an Event of Default hereunder in the event that within sixty Franchisor does not allow Purchaser to promptly submit such application due to any legally mandated so-called “cooling-off” period, then such five (605) days Business Day period set forth in this sentence shall be extended on a Business-Day-by-Business Day basis to accommodate the legally mandated cooling-off period. Purchaser shall use commercially reasonable efforts to pursue and negotiate in good faith the new franchise agreement and the Franchisor Approval with Franchisor or such New Brand, as applicable, on or before January 15, 2016 and Purchaser shall undertake all such acts as may be reasonably necessary for obtaining Franchisor Approval (including, but not limited to, the payment of the termination of such Franchise Agreement (i) Borrower shall have failed (or shall have failed any fees to cause Senior Mezzanine Borrower to cause Mortgage Borrower or Operating Lessee in the case of clause (2) hereofFranchisor) to deliver to Lender either (1satisfy the closing condition set forth in Section 9.1(e) a PIP Guaranty relating to any New PIP contemplated by the Replacement Franchise Agreement or the Replacement Management Agreement with a Brand Manager or (2) Cash to be deposited into the PIP Reserve Account in an amount equal to the PIP Required Deposit contemplated by the Replacement Franchise Agreement or the Replacement Management Agreement with a Brand Manager, which Cash shall be held and distributed in accordance with the terms of this Section 9.9 4.9 on or prior to the Closing Date. Purchaser expressly acknowledges that (a) Seller has entered into this Agreement on the basis that no termination costs, fees or expenses or liquidated damages shall be due and payable by Seller pursuant to the terms of the Mortgage Loan existing Franchise Agreement as a result of the termination or assignment of the Franchise Agreement in connection with the sale of the Property to Purchaser, and (iib) Borrower fails to deliver evidence reasonably acceptable to Lender that Seller must receive a Replacement written release from Franchisor, on Franchisor’s current standard form, of any obligations of Seller or any of its Affiliates under the Franchise Agreement first arising from and after Closing (including pursuant to any guaranties from Seller or any of its Affiliates pursuant to the Franchise Agreement but expressly excluding any amounts due and owing (or otherwise incurred or accrued) prior to the Closing Date other than any liquidated damages). If Closing occurs and Purchaser, its Affiliates or its designee has assumed the Franchise Agreement (or committed to assume the Franchise Agreement in accordance with Section 4.9) and such party has taken any act or failed to act and as a Replacement Management direct result thereof, Seller or any of its Affiliates is responsible for any termination fee, liquidated damages or similar fees or penalties under the Franchise Agreement, Purchaser shall be responsible for, and shall save, protect, defend, indemnify and hold Seller (and any Affiliate of Seller) harmless from any such termination fees, liquidated damages or similar costs, fees and penalties in connection with Purchaser’s act or failure to act; provided, however, that for avoidance of doubt, if the Closing does not occur, Purchaser shall have no obligation to save, protect, defend, indemnify and hold Seller (or any Affiliate of Seller) harmless therefrom unless the Closing does not occur as a result of a default by Purchaser and in connection therewith Seller or any Affiliate of Seller is responsible for termination fees, liquidated dates or similar costs, fees and penalties under the Franchise Agreement. Except to the extent not permitted in connection with the assignment of the Franchise Agreement with a Brand Manager is in full force to Purchaser (if and effect only if Purchaser elects to assume the Franchise Agreement), Seller shall terminate the Potential Development Agreement at its sole cost and expense, effective, if and only if, Closing occurs. The provisions of this Section 4.9 shall survive the applicable Individual PropertyClosing.

Franchise Agreement. (a) Except as provided in this The Borrower, if a franchisee or franchisor under a Franchise Agreement, is and will continue to be in good standing under such Franchise Agreement in all material respects. The termination date of such Franchise Agreement is scheduled to occur after the Properties shall at all times be operated in accordance with the terms and conditions maturity date of the Franchise AgreementsPromissory Note. Borrower shall, or shall cause Senior Mezzanine Borrower to cause Mortgage Borrower or Operating Lessee to cause Manager to, (i) pay all sums required to be paid by Mortgage The Borrower, Operating Lessee and/or Manager if a franchisee or franchisor under the a Franchise AgreementsAgreement, (ii) diligently perform, observe has not breached and enforce all of the terms, covenants and conditions of the Franchise Agreements, (iii) promptly deliver to Lender a copy of any written notice to Mortgage Borrower or Operating Lessee of any default by Mortgage Borrower, Operating Lessee and/or Manager under the Franchise Agreements and notify Lender of any material is not in default under the Franchise Agreements of which it is aware, (iv) promptly deliver to Lender a copy of any written notice to Franchisor of any default by Franchisor under the Franchise Agreements, (v) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of non-performance, report and estimate (a) received by Mortgage Borrower or Operating Lessee under the Franchise Agreements and (b) required to be delivered by Mortgage Borrower, Operating Lessee and/or Manager to Franchisor under the Franchise Agreements, (vi) complete all work required under any PIP on or prior to the Outside Date, (vii) not modify or amend the Franchise Agreements to the extent such modification or amendment could reasonably be expected to have a Material Adverse Effect, and (viii) except as provided in clause (b) below not terminate, cancel, or replace the Franchise Agreements, nor replace the Franchisor, nor waive or release any of its rights and remedies under the Franchise Agreements Agreement in any material respect; the Borrower shall not terminate, without Lender’s prior written consent. Each request by Borrower for approval and consent by Lender pursuant fail to this Section 5.25 shall renew, breach or be in writing default under the Franchise Agreement in any material respect; and contain a legend in capitalized bold letters on the top Borrower has no knowledge of any claim of (or basis for any claim of) any such termination, non-renewal, material breach or default. The Borrower agrees to fully comply, at the Borrower's own cost and expense, with the terms of the cover page stating: “LENDER’S RESPONSE IS REQUESTED WITHIN TEN License and the Franchise Agreement (10including any renewal option) BUSINESS DAYS. LENDER’S FAILURE TO RESPOND WITHIN SUCH TIME PERIOD SHALL RESULT IN LENDER’S CONSENT BEING DEEMED TO HAVE BEEN GRANTED” in all material respects and Borrower shall include to promptly notify the following documentation Secured Party of any material adverse development with such request all materials reasonably necessary in order for Lender regard to evaluate such matter. In the event that Lender fails to grant Franchise Agreement or withhold its approval and consent to such matter within such ten (10) Business Day period (andthe License, in the case including any claim of a withholding material breach of consentor default under, stating or threat of non-renewal or termination of or litigation involving the grounds therefor in reasonable detail), then, so long as no Event of Default is continuing, Lender’s approval and consent shall be deemed to have been granted. There shall be no administrative Franchise Agreement or approval fee in connection with this Section 5.25(a), but Borrower shall pay any out-of-pocket costs and expenses incurred by Lenderthe License. (b) Notwithstanding Borrower agrees that until such time as Borrower's Obligations under the Loan Documents (including the Promissory Note) have been fully satisfied, if, whether because of a change in the Franchise Agreement, applicable law or otherwise, Borrower is able to grant a security interest in the Franchise Agreement to the Secured Party to secure its Obligations without Franchisor's consent and without breaching or defaulting under the Franchise Agreement, Borrower agrees to promptly grant such security interest in favor of the Secured Party and to obtain, procure, execute and deliver, file and affix such further agreements (including modification of the Security Agreement), assignments, instruments, documents, notices, statements, writings (including financing statements), powers (including LOAN AND SECURITY AGREEMENT -- PAGE 12 SYBRA, INC./LOAN ▇▇. ▇▇▇ ▇▇▇▇'▇/▇▇▇▇▇▇, ▇▇▇▇▇ stock and bond powers, and powers of attorney), tax stamps and information, and to do or cause to be done all such further acts and things (including the execution, delivery and filing of financing statements on Form UCC-1) as Secured Party may reasonably request, from time to time, in its discretion, in connection with such security interest and the perfection thereof. Without limiting the foregoing, provided no Event Borrower authorizes Secured Party to the extent permitted by law to execute and file, or file without Borrower's signature, any and all financing statements, amendments thereto and continuations thereof as Secured Party deems necessary or appropriate in connection therewith. (c) Until such time as the Obligations of Default is continuingBorrower under the Loan Documents (including the Promissory Note) have been fully satisfied, Mortgage Borrower and/or Operating Lessee shall have agrees to make one or more timely elections to renew the right, and term of the right to permit Franchisor, without the prior written approval of Lender (but upon prior written notice to Lender), to terminate a Franchise Agreement at an Individual Property; provided, however, it shall be an Event of Default hereunder in the event that within sixty (60) days of the termination of such Franchise Agreement (i) Borrower shall have failed (or shall have failed to cause Senior Mezzanine Borrower to cause Mortgage Borrower or Operating Lessee in the case of clause (2) hereof) to deliver to Lender either (1) a PIP Guaranty relating to any New PIP contemplated by the Replacement Franchise Agreement or the Replacement Management Agreement with a Brand Manager or (2) Cash to be deposited into the PIP Reserve Account in an amount equal to the PIP Required Deposit contemplated by the Replacement Franchise Agreement or the Replacement Management Agreement with a Brand Manager, which Cash shall be held and distributed in accordance with the terms of Section 9.9 the Franchise Agreement for a period which extends beyond the Maturity Date (as defined in the Promissory Note) of the Mortgage Loan Agreement and (ii) Borrower fails shall use its reasonable best efforts to deliver evidence satisfy any and all conditions to any such renewal, and to obtain, procure, execute and deliver, file and affix such further agreement, instruments, documents, notices, statements, writings, powers and information, and to do or cause to be done all such further acts and things as Secured Party may reasonably acceptable request, from time to Lender that a Replacement Franchise Agreement or a Replacement Management Agreement time, in its discretion, in connection with a Brand Manager is in full force and effect at the applicable Individual PropertyBorrower's Obligations set forth herein.

Franchise Agreement. (a) Except as provided in this Agreement, Borrower will cause the Properties shall at all times hotel located on the Property to be operated in accordance with the terms and conditions of pursuant to the Franchise AgreementsAgreement. Borrower shall, or shall cause Senior Mezzanine Borrower to cause Mortgage Borrower or Operating Lessee to cause Manager to, will (i) pay promptly perform and/or observe all sums of the covenants and agreements required to be paid performed and observed by Mortgage Borrower, Operating Lessee and/or Manager it under the Franchise AgreementsAgreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder, (ii) diligently perform, observe and enforce all of the terms, covenants and conditions of the Franchise Agreements, (iii) promptly deliver to Lender a copy of any written notice to Mortgage Borrower or Operating Lessee of any default by Mortgage Borrower, Operating Lessee and/or Manager under the Franchise Agreements and notify Lender of any material default under the Franchise Agreements Agreement of which it is aware, (iv) promptly deliver to Lender a copy of any written notice to Franchisor of any default by Franchisor under the Franchise Agreements, (viii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure expenditures plan, notice of non-performancenotice, report and estimate (a) received by Mortgage Borrower or Operating Lessee it under the Franchise Agreements Agreement, and (biv) promptly enforce the performance and observance of all of the covenants and agreements required to be delivered performed and/or observed by Mortgage Borrower, Operating Lessee and/or Manager to the Franchisor under the Franchise AgreementsAgreement. If Borrower will enter into any new or amended Franchise Agreement, Lender will receive within 30 days following the execution of such Franchise Agreement a Subordination Agreement from the Franchisor which is in form and substance reasonably acceptable to Lender and, without limiting the foregoing, pursuant to which Franchisor will agree (i) that Lender will have the right, but not the obligation, to cure any defaults under the Franchise Agreement, (ii) to give Lender written notice of, and a reasonable time to cure, any default of Borrower under the Franchise Agreement, (iii) not to assert against Lender any defaults which by their nature are personal to Borrower and not curable by Lender, (iv) to allow Lender, at Lender’s option, to either terminate the Franchisor upon the occurrence of an Event of Default or to require Franchisor to attorn to enter into a new Franchise Agreement with Lender on substantially the same terms as the existing Franchise Agreement, (v) that, if Lender or its Affiliate will acquire title to the Property, Lender or its Affiliate will have an option to succeed to the interest of Borrower under the Franchise Agreement without payment of any fees to Franchisor, (vi) complete that the Franchise Agreement will remain in effect during any foreclosure proceedings by Lender provided Lender cures all work required monetary defaults under any PIP on or prior to the Outside DateFranchise Agreement, (vii) not modify to modify, cancel, surrender or amend otherwise terminate the Franchise Agreements to Agreement during the extent such modification or amendment could reasonably be expected to have a Material Adverse EffectTerm without the consent of Lender, and (viii) except as provided in clause that if Lender or its Affiliate succeeds to Borrower’s interest under the Franchise Agreement, Lender may assign its rights therein to any entity which acquires the Property from Lender or its Affiliate (bsubject to Franchisor’s reasonable approval). Borrower will not, without Lender’s prior written consent (i) below not terminatesurrender, cancelterminate or cancel the Franchise Agreement, (ii) reduce or consent to the reduction of the term of the Franchise Agreement, (iii) increase or consent to the increase of the amount of any charges under the Franchise Agreement, or replace the Franchise Agreements(iv) otherwise modify, nor replace the Franchisorchange, nor supplement, alter or amend, or waive or release any of its rights and remedies under under, the Franchise Agreements Agreement. Without in any material respect, without Lender’s prior written consent. Each request by Borrower for approval and consent by Lender pursuant to this Section 5.25 shall be in writing and contain a legend in capitalized bold letters on way limiting the top of the cover page stating: “LENDER’S RESPONSE IS REQUESTED WITHIN TEN (10) BUSINESS DAYS. LENDER’S FAILURE TO RESPOND WITHIN SUCH TIME PERIOD SHALL RESULT IN LENDER’S CONSENT BEING DEEMED TO HAVE BEEN GRANTED” and Borrower shall include the following documentation with such request all materials reasonably necessary in order for Lender to evaluate such matter. In the event that Lender fails to grant or withhold its approval and consent to such matter within such ten (10) Business Day period (and, covenants set forth in the case of a withholding of consentLoan Documents, stating the grounds therefor in reasonable detail), then, so long as no Event of Default is continuing, Lender’s approval and consent shall be deemed to have been granted. There shall be no administrative or approval fee in connection with this Section 5.25(a), but Borrower shall pay any out-of-pocket costs and expenses incurred by Lender. (b) Notwithstanding the foregoing, provided no Event of Default is continuing, Mortgage Borrower and/or Operating Lessee shall have the right, and the right to permit Franchisor, without the prior written approval of Lender (but upon prior written notice to Lender), to terminate a Franchise Agreement at an Individual Property; provided, however, it shall be an Event of Default hereunder in the event that within sixty (60) days of the termination of such Franchise Agreement will: (i) Borrower shall have failed (or shall have failed cause the hotel located on the Property to cause Senior Mezzanine Borrower be operated, repaired and maintained as a well-maintained hotel, providing amenities, services and facilities substantially equivalent to cause Mortgage Borrower or Operating Lessee hotels of similar average room rate and targeted market segment from time to time operating in the case of clause (2) hereof) to deliver to Lender either (1) a PIP Guaranty relating to any New PIP contemplated by the Replacement Franchise Agreement same or the Replacement Management Agreement with a Brand Manager or (2) Cash to be deposited into the PIP Reserve Account in an amount equal to the PIP Required Deposit contemplated by the Replacement Franchise Agreement or the Replacement Management Agreement with a Brand Manager, which Cash shall be held and distributed in accordance with the terms of Section 9.9 comparable geographic area of the Mortgage Loan Agreement Property, taking into consideration the age and location of the hotel located on the Property and (ii) Borrower fails maintain Inventory in amounts sufficient to deliver evidence reasonably acceptable meet the hotel industry standard for hotels comparable to Lender that a Replacement Franchise Agreement or a Replacement Management Agreement with a Brand Manager is in the hotel located on the Property and at levels sufficient for the operation of the hotel located on the Property at full force and effect at the applicable Individual Property.occupancy levels. ​ LOAN AGREEMENT, PAGE 28 ​ ​

Franchise Agreement. (a) Except as provided in this Agreement, the Properties shall at all times be operated in accordance with the terms and conditions of the Franchise Agreements. Borrower shall, or shall cause Senior Mezzanine Borrower to cause Mortgage Borrower or Operating Lessee to cause Manager to, (i) pay all sums required to be paid by Mortgage Borrower, Operating Lessee and/or Manager under the Franchise Agreements, (ii) diligently perform, observe and enforce all of the terms, covenants and conditions of the Franchise Agreements, (iii) promptly deliver to Lender a copy of any written notice to Mortgage Borrower or Operating Lessee of any default by Mortgage Borrower, Operating Lessee and/or Manager under the Franchise Agreements and notify Lender of any material default under the Franchise Agreements of which it is aware, (iv) promptly deliver to Lender a copy of any written notice to Franchisor of any default by Franchisor under the Franchise Agreements, (v) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of non-performance, report and estimate (a) received by Mortgage Borrower or Operating Lessee under the Franchise Agreements and (b) required to be delivered by Mortgage Borrower, Operating Lessee and/or Manager to Franchisor under the Franchise Agreements, (vi) complete all work required under any PIP on or prior to the Outside Date, (vii) not modify or amend the Franchise Agreements to the extent such modification or amendment could reasonably be expected to have a Material Adverse Effect, and (viii) except as provided in clause (b) below not terminate, cancel, or replace the Franchise Agreements, nor replace the Franchisor, nor waive or release any of its rights and remedies under the Franchise Agreements in any material respect, without Lender’s prior written consent. Each request by Borrower for approval and consent by Lender pursuant to this Section 5.25 shall be in writing and contain a legend in capitalized bold letters on the top of the cover page stating: “LENDER’S RESPONSE IS REQUESTED WITHIN TEN (10) BUSINESS DAYS. LENDER’S FAILURE TO RESPOND WITHIN SUCH TIME PERIOD SHALL RESULT IN LENDER’S CONSENT BEING DEEMED TO HAVE BEEN GRANTED” and Borrower shall include the following documentation with such request all materials reasonably necessary in order for Lender to evaluate such matter. In the event that Lender fails to grant or withhold its approval and consent to such matter within such ten (10) Business Day period (and, in the case of a withholding of consent, stating the grounds therefor in reasonable detail), then, so long as no Event of Default is continuing, Lender’s approval and consent shall be deemed to have been granted. There shall be no administrative or approval fee in connection with this Section 5.25(a), but Borrower shall pay any out-of-pocket costs and expenses incurred by Lender. (b) Notwithstanding the foregoing, provided no Event of Default is continuing, Mortgage Borrower and/or Operating Lessee shall have the right, and the right to permit Franchisor, without the prior written approval of Lender (but upon prior written notice to Lender), to terminate a Franchise Agreement at an Individual Property; provided, however, it shall be an Event of Default hereunder in the event that within sixty (60) days of the termination of such Franchise Agreement (i) Borrower shall have failed (or shall have failed to cause Senior Mezzanine Borrower to cause Mortgage Borrower or Operating Lessee in the case of clause (2) hereof) to deliver to Lender either (1) a PIP Guaranty relating to any New PIP contemplated by the Replacement Franchise Agreement or the Replacement Management Agreement with a Brand Manager or (2) Cash to be deposited into the PIP Reserve Account in an amount equal to the PIP Required Deposit contemplated by the Replacement Franchise Agreement or the Replacement Management Agreement with a Brand Manager, which Cash shall be held and distributed in accordance with the terms of Section 9.9 of the Mortgage Loan Agreement and (ii) Borrower fails to deliver evidence reasonably acceptable to Lender that a Replacement Franchise Agreement or a Replacement Management Agreement with a Brand Manager is in full force and effect at the applicable Individual PropertyProperty (and such Replacement Franchise Agreement or Replacement Management Agreement, as the case may be, shall not violate or be prohibited by any applicable Ground Lease). (c) WITH RESPECT TO THE SHERATON BUCKS COUNTY PROPERTY, THE APPLICABLE MORTGAGE BORROWER IS A PARTY TO A LICENSE AGREEMENT WITH THE SHERATON CORPORATON THAT ENABLES IT TO OPERATE A HOTEL USING THE SERVICE ▇▇▇▇ “SHERATON®.” NEITHER THE SHERATON CORPORATION NOR ITS AFFILIATES OWN SUCH HOTEL OR ARE A PARTY TO THIS FINANCING AND HAVE NOT PROVIDED OR REVIEWED, AND ARE NOT RESPONSIBLE FOR, ANY DISCLOSURES OR OTHER INFORMATION SET FORTH HEREIN.

Franchise Agreement. (a) Except as provided in this Agreement, the Properties shall at all times be operated in accordance with the terms and conditions of the Franchise Agreements. Borrower shall, or shall cause Senior Mezzanine Borrower to cause Mortgage Borrower or Operating Lessee to cause Manager to, (i) pay all sums required to be paid by Mortgage Borrower, Operating Lessee and/or Manager under the Franchise Agreements, (ii) diligently perform, observe and enforce all of the terms, covenants and conditions of the Franchise Agreements, (iii) promptly deliver to Lender a copy of any written notice to Mortgage Borrower or Operating Lessee of any default by Mortgage Borrower, Operating Lessee and/or Manager under the Franchise Agreements and notify Lender of any material default under the Franchise Agreements of which it is aware, (iv) promptly deliver to Lender a copy of any written notice to Franchisor of any default by Franchisor under the Franchise Agreements, (v) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of non-performance, report and estimate (a) received by Mortgage Borrower or Operating Lessee under the Franchise Agreements and (b) required to be delivered by Mortgage Borrower, Operating Lessee and/or Manager to Franchisor under the Franchise Agreements, (vi) complete all work required under any PIP on or prior to the Outside Date, (vii) not modify or amend the Franchise Agreements to the extent such modification or amendment could reasonably be expected to have a Material Adverse Effect, and (viii) except as provided in clause (b) below not terminate, cancel, or replace the Franchise Agreements, nor replace the Franchisor, nor waive or release any of its rights and remedies under the Franchise Agreements in any material respect, without Lender’s prior written consent. Each request by Borrower for approval and consent by Lender pursuant to this Section 5.25 shall be in writing and contain a legend in capitalized bold letters on the top of the cover page stating: “LENDER’S RESPONSE IS REQUESTED WITHIN TEN (10) BUSINESS DAYS. LENDER’S FAILURE TO RESPOND WITHIN SUCH TIME PERIOD SHALL RESULT IN LENDER’S CONSENT BEING DEEMED TO HAVE BEEN GRANTED” and Borrower shall include the following documentation with such request all materials reasonably necessary in order for Lender to evaluate such matter. In the event that Lender fails to grant or withhold its approval and consent to such matter within such ten (10) Business Day period (and, in the case of a withholding of consent, stating the grounds therefor in reasonable detail), then, so long as no Event of Default is continuing, Lender’s approval and consent shall be deemed to have been granted. There shall be no administrative or approval fee in connection with this Section 5.25(a), but Borrower shall pay any out-of-pocket costs and expenses incurred by Lender. (b) Notwithstanding the foregoing, provided no Event of Default is continuing, Mortgage Borrower and/or Operating Lessee shall have the right, and the right to permit Franchisor, without the prior written approval of Lender (but upon prior written notice to Lender), to terminate a Franchise Agreement at an Individual Property; provided, however, it shall be an Event of Default hereunder in the event that within sixty (60) days of the termination of such Franchise Agreementto (i) Borrower shall have failed (or shall have failed to cause Senior Mezzanine Borrower to cause Mortgage Borrower or Operating Lessee in the case of clause (2) hereof) to deliver to Lender either (1) a PIP Guaranty relating to any New PIP contemplated by the Replacement Franchise Agreement or the Replacement Management Agreement with a Brand Manager or (2) Cash cash to be deposited into the PIP Reserve Account in an amount equal to the PIP Required Deposit contemplated by the Replacement Franchise Agreement or the Replacement Management Agreement with a Brand Manager, which Cash cash shall be held and distributed in accordance with the terms of Section 9.9 of the Mortgage Loan Agreement hereof and (ii) Borrower fails to deliver evidence reasonably acceptable to Lender that a Replacement Franchise Agreement or a Replacement Management Agreement with a Brand Manager is in full force and effect at the applicable Individual Property. (c) WITH RESPECT TO THE SHERATON ANCHORAGE PROPERTY, THE APPLICABLE BORROWER IS A PARTY TO A LICENSE AGREEMENT WITH THE SHERATON CORPORATON THAT ENABLES IT TO OPERATE A HOTEL USING THE SERVICE ▇▇▇▇ “SHERATON®.” NEITHER THE SHERATON CORPORATION NOR ITS AFFILIATES OWN SUCH HOTEL OR ARE A PARTY TO THIS FINANCING AND HAVE NOT PROVIDED OR REVIEWED, AND ARE NOT RESPONSIBLE FOR, ANY DISCLOSURES OR OTHER INFORMATION SET FORTH HEREIN.

Franchise Agreement. (a) Except Purchaser may instruct Seller to terminate the Franchise Agreement with such termination to be effective as of the Closing Date, in Purchaser's sole discretion, provided that in such event Purchaser shall be solely responsible for the payment of liquidated damages, termination fees, costs or other liabilities arising from or related to the termination of such Franchise Agreement and shall indemnify and hold harmless Seller therefrom. The preceding provisions of this Section 11.2 shall survive the Closing or earlier ------------ termination of this Agreement. (b) As between Seller and Purchaser, Seller shall be solely responsible for obtaining, at its sole cost and expense, the Franchisor Comfort Letters and the consent of the franchisor, if required pursuant to the Franchise Agreement, to the transactions described in this Agreement; provided that the failure of Seller to obtain such Franchisor Comfort Letters or the consents of the franchisor, the Properties shall at all times be operated after using commercially reasonable, good faith efforts to do so in accordance with Section 8.1(o), shall not be a default under this Agreement; -------------- provided further that Seller's obligation and liability to pay administrative fees imposed by the franchisor for such Franchisor Comfort Letters, such consents or otherwise in connection with the transaction contemplated by this Purchase Agreement shall be limited to the first One Hundred Thousand Dollars ($100,000) of the collective administrative fees required by the franchisor and by any franchisor in connection with the transactions contemplated by the Other Agreements and one-half of all amounts in excess thereof, and Purchaser hereby covenants and agrees to pay the other one-half of such administrative fees in excess of One Hundred Thousand Dollars ($100,000). In no event shall the requirement of payment of administrative fees constitute a reason for Purchaser to fail to close on the Property. (c) In the event Purchaser directs Seller to terminate the Franchise Agreement pursuant to this Section 11.2 and intends to cause Operating ------------ Lessee, as lessee, to enter into a new franchise agreement at the Closing and has a binding commitment from the new franchisor for the same (subject to reasonable conditions), Seller and Purchaser hereby agree to negotiate in good faith to an adjustment of the rent payable pursuant to the Operating Lease for the Property, based on the terms and conditions of the Franchise Agreements. Borrower shall, or shall cause Senior Mezzanine Borrower new franchise agreement and its anticipated effect on Gross Revenues (as defined in the Operating Lease). (d) Notwithstanding anything to cause Mortgage Borrower or Operating Lessee to cause Manager to, the contrary contained herein (i) pay all sums required to be paid by Mortgage Borrower, Operating Lessee and/or Manager under the Franchise Agreements, (ii) diligently perform, observe and enforce all of the terms, covenants and conditions of the Franchise Agreements, (iii) promptly deliver to Lender a copy of any written notice to Mortgage Borrower or Operating Lessee of any default by Mortgage Borrower, Operating Lessee and/or Manager under the Franchise Agreements and notify Lender of any material default under the Franchise Agreements of which it is aware, (iv) promptly deliver to Lender a copy of any written notice to Franchisor of any default by Franchisor under the Franchise Agreements, (v) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of non-performance, report and estimate (a) received by Mortgage Borrower or Operating Lessee under the Franchise Agreements and including without limitation subparagraph (b) required above), if in connection with the transaction contemplated by this Agreement or the obtaining of the Franchisor Comfort Letters or franchisor consents, the franchisor requires any capital improvement to be delivered by Mortgage Borrowermade at the Property (hereinafter, Operating Lessee and/or Manager a "PIP"), Purchaser shall be solely responsible for the cost and expense of the same. In no event shall the requirement of a PIP constitute a reason for Purchaser to Franchisor under fail to close on the Property. In lieu of agreeing to any PIP requirement, Purchaser may direct Seller to terminate the Franchise Agreements, (vi) complete all work required under any PIP on or prior to the Outside Date, (vii) not modify or amend the Franchise Agreements to the extent such modification or amendment could reasonably be expected to have a Material Adverse Effect, and (viii) except Agreement as provided in clause (b) below not terminateSection 11.2(a). If --------------- any such PIP requirement is imposed solely as a result of Purchaser's request for a Franchisor Comfort Letter, cancel, or replace Purchaser may waive the Franchise Agreements, nor replace the Franchisor, nor waive or release any of its rights and remedies under the Franchise Agreements in any material respect, without Lender’s prior written consent. Each request by Borrower for approval and consent by Lender pursuant to this Section 5.25 shall be in writing and contain a legend in capitalized bold letters on the top of the cover page stating: “LENDER’S RESPONSE IS REQUESTED WITHIN TEN (10) BUSINESS DAYS. LENDER’S FAILURE TO RESPOND WITHIN SUCH TIME PERIOD SHALL RESULT IN LENDER’S CONSENT BEING DEEMED TO HAVE BEEN GRANTED” and Borrower shall include the following documentation with such request all materials reasonably necessary in order for Lender to evaluate such matter. In the event that Lender fails to grant or withhold its approval and consent to such matter within such ten (10) Business Day period (and, in the case of a withholding of consent, stating the grounds therefor in reasonable detail), then, so long as no Event of Default is continuing, Lender’s approval and consent shall be deemed to have been granted. There shall be no administrative or approval fee in connection with this Section 5.25(a), but Borrower shall pay any out-of-pocket costs and expenses incurred by Lender. (b) Notwithstanding the foregoing, provided no Event of Default is continuing, Mortgage Borrower and/or Operating Lessee shall have the right, and the right to permit Franchisor, without the prior written approval of Lender (but upon prior written notice to Lender), to terminate a Franchise Agreement at an Individual Property; provided, however, it shall be an Event of Default hereunder in the event that within sixty (60) days of the termination delivery of such Franchise Agreement (i) Borrower shall have failed (or shall have failed Franchisor Comfort Letter as a condition to cause Senior Mezzanine Borrower to cause Mortgage Borrower or Operating Lessee in the case of clause (2) hereof) to deliver to Lender either (1) a PIP Guaranty relating to any New PIP contemplated by the Replacement Franchise Agreement or the Replacement Management Agreement with a Brand Manager or (2) Cash to be deposited into the PIP Reserve Account in an amount equal to the PIP Required Deposit contemplated by the Replacement Franchise Agreement or the Replacement Management Agreement with a Brand Manager, which Cash shall be held and distributed in accordance with the terms of Section 9.9 of the Mortgage Loan Agreement and (ii) Borrower fails to deliver evidence reasonably acceptable to Lender that a Replacement Franchise Agreement or a Replacement Management Agreement with a Brand Manager is in full force and effect at the applicable Individual PropertyClosing.

Franchise Agreement. (a) Except as provided in this With respect to the Franchise Agreement, the Properties shall at all times be operated in accordance with the terms each of Borrower and conditions of the Franchise Agreements. Borrower shall, or shall cause Senior Mezzanine Borrower to cause Mortgage Borrower or Operating Lessee hereby represents and warrants to cause Manager to, Lender that: (i) pay all sums required to be paid by Mortgage Borrower, Operating Lessee and/or Manager under the Franchise Agreements, Agreement is accurately described on Schedule VII attached hereto; (ii) diligently perform, observe and enforce all of the terms, covenants and conditions of the Franchise Agreements, (iii) promptly deliver to Lender a copy of any written notice to Mortgage Borrower or Operating Lessee has not received or delivered any notice of any default by Mortgage Borrower, Operating Lessee and/or Manager under the Franchise Agreements and notify Lender of any material default under the Franchise Agreements Agreement which has not been cured within applicable notice and/or cure periods; (iii) no material default by Operating Lessee or Franchisor currently exists under the Franchise Agreement, nor is Operating Lessee aware of any event or condition which it is aware, if not cured within applicable notice and/or cure periods would result in Operating Lessee or Franchisor being in default of the Franchise Agreement; (iv) promptly deliver the Franchise Agreement and all amendments thereto delivered to Lender a copy of and any comfort letter entered into in connection with the Loan set forth the entire agreement between Franchisor and Operating Lessee and/or Borrower concerning the Property, or any portion thereof, and there are no other agreements, written notice or oral, to which Franchisor of and Operating Lessee and/or Borrower are parties concerning the Property, or any default portion thereof; (v) except as set forth on Schedule XI attached hereto, Operating Lessee has performed all capital or other property improvements currently required to be performed to date by Franchisor the franchisee under the Franchise AgreementsAgreement; (vi) except as set forth on Schedule XI attached hereto, (v) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of non-performance, report and estimate (a) received by Mortgage Borrower or Operating Lessee has not received notice from Franchisor or any of its subsidiaries or affiliates of any capital or other property improvements that are or will be required to be performed in the future by the franchisee under the Franchise Agreements Agreement; and (bvii) required to be delivered by Mortgage Borrowerexcept as set forth on Schedule XI attached hereto, Operating Lessee and/or Manager has no knowledge of any capital or other property improvements which Franchisor is contemplating or considering requiring to Franchisor be performed by the franchisee under the Franchise Agreements, (vi) complete all work required under any PIP on or prior to the Outside Date, (vii) not modify or amend the Franchise Agreements to the extent such modification or amendment could reasonably be expected to have a Material Adverse Effect, and (viii) except as provided in clause (b) below not terminate, cancel, or replace the Franchise Agreements, nor replace the Franchisor, nor waive or release any of its rights and remedies under the Franchise Agreements in any material respect, without Lender’s prior written consent. Each request by Borrower for approval and consent by Lender pursuant to this Section 5.25 shall be in writing and contain a legend in capitalized bold letters on the top of the cover page stating: “LENDER’S RESPONSE IS REQUESTED WITHIN TEN (10) BUSINESS DAYS. LENDER’S FAILURE TO RESPOND WITHIN SUCH TIME PERIOD SHALL RESULT IN LENDER’S CONSENT BEING DEEMED TO HAVE BEEN GRANTED” and Borrower shall include the following documentation with such request all materials reasonably necessary in order for Lender to evaluate such matter. In the event that Lender fails to grant or withhold its approval and consent to such matter within such ten (10) Business Day period (and, Agreement in the case of a withholding of consent, stating the grounds therefor in reasonable detail), then, so long as no Event of Default is continuing, Lender’s approval and consent shall be deemed to have been granted. There shall be no administrative or approval fee in connection with this Section 5.25(a), but Borrower shall pay any out-of-pocket costs and expenses incurred by Lenderfuture. (b) Notwithstanding the foregoingCurrently, provided no Event of Default Individual Property is continuingsubject to any Franchise Agreement. Therefore, Mortgage there is currently no PIP or other similar requirement imposed under any Franchise Agreement. Borrower and/or Operating Lessee shall have the right, hereby represents and the right warrants that Borrower has no monetary obligations with respect to permit Franchisor, without the prior written approval of Lender (but upon prior written notice any PIP required pursuant to Lender), to terminate a any Franchise Agreement at an Individual Property; provided, however, it shall be an Event of Default hereunder in for the event that within sixty (60) days of the termination of such Franchise Agreement (i) Borrower shall have failed (or shall have failed to cause Senior Mezzanine Borrower to cause Mortgage Borrower or Operating Lessee in the case of clause (2) hereof) to deliver to Lender either (1) a PIP Guaranty relating to any New PIP contemplated by the Replacement Franchise Agreement or the Replacement Management Agreement with a Brand Manager or (2) Cash to be deposited into the PIP Reserve Account in an amount equal to the PIP Required Deposit contemplated by the Replacement Franchise Agreement or the Replacement Management Agreement with a Brand Manager, which Cash shall be held and distributed in accordance with the terms of Section 9.9 of the Mortgage Loan Agreement and (ii) Borrower fails to deliver evidence reasonably acceptable to Lender that a Replacement Franchise Agreement or a Replacement Management Agreement with a Brand Manager is in full force and effect at the applicable Individual Propertyyear 2017.

Franchise Agreement. (a) Except as provided in this Agreement, Borrower will cause the Properties shall at all times hotel located on the Property to be operated in accordance with the terms and conditions of pursuant to the Franchise AgreementsAgreement. Borrower shall, or shall cause Senior Mezzanine Borrower to cause Mortgage Borrower or Operating Lessee to cause Manager to, will (i) pay promptly perform and/or observe all sums of the covenants and agreements required to be paid performed and observed by Mortgage Borrower, Operating Lessee and/or Manager it under the Franchise AgreementsAgreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder, (ii) diligently perform, observe and enforce all of the terms, covenants and conditions of the Franchise Agreements, (iii) promptly deliver to Lender a copy of any written notice to Mortgage Borrower or Operating Lessee of any default by Mortgage Borrower, Operating Lessee and/or Manager under the Franchise Agreements and notify Lender of any material default under the Franchise Agreements Agreement of which it is aware, (iv) promptly deliver to Lender a copy of any written notice to Franchisor of any default by Franchisor under the Franchise Agreements, (viii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure expenditures plan, notice of non-performancenotice, report and estimate (a) received by Mortgage Borrower or Operating Lessee it under the Franchise Agreements Agreement, and (biv) promptly enforce the performance and observance of all of the covenants and agreements required to be delivered performed and/or observed by Mortgage Borrower, Operating Lessee and/or Manager to the Franchisor under the Franchise AgreementsAgreement. If Borrower will enter into any new or amended Franchise Agreement, Lender will receive within 30 days following the execution of such Franchise Agreement a Subordination Agreement from the Franchisor which is in form and substance reasonably acceptable to Lender and, without limiting the foregoing, pursuant to which Franchisor will agree (i) that Lender will have the right, but not the obligation, to cure any defaults under the Franchise Agreement, (ii) to give Lender written notice of, and a reasonable time to cure, any default of Borrower under the Franchise Agreement, (iii) not to assert against Lender any defaults which by their nature are personal to Borrower and not curable by Lender, (iv) to allow Lender, at Lender’s option, to either terminate the Franchisor upon the occurrence of an Event of Default or to require Franchisor to attorn to enter into a new Franchise Agreement with Lender on substantially the same terms as the existing Franchise Agreement, (v) that, if Lender or its Affiliate will ​ LOAN AGREEMENT, PAGE 27 ​ ​ acquire title to the Property, Lender or its Affiliate will have an option to succeed to the interest of Borrower under the Franchise Agreement without payment of any fees to Franchisor, (vi) complete that the Franchise Agreement will remain in effect during any foreclosure proceedings by Lender provided Lender cures all work required monetary defaults under any PIP on or prior to the Outside DateFranchise Agreement, (vii) not modify to modify, cancel, surrender or amend otherwise terminate the Franchise Agreements to Agreement during the extent such modification or amendment could reasonably be expected to have a Material Adverse EffectTerm without the consent of Lender, and (viii) except as provided in clause that if Lender or its Affiliate succeeds to Borrower’s interest under the Franchise Agreement, Lender may assign its rights therein to any entity which acquires the Property from Lender or its Affiliate (bsubject to Franchisor’s reasonable approval). Borrower will not, without Lender’s prior written consent (i) below not terminatesurrender, cancelterminate or cancel the Franchise Agreement, (ii) reduce or consent to the reduction of the term of the Franchise Agreement, (iii) increase or consent to the increase of the amount of any charges under the Franchise Agreement, or replace the Franchise Agreements(iv) otherwise modify, nor replace the Franchisorchange, nor supplement, alter or amend, or waive or release any of its rights and remedies under under, the Franchise Agreements Agreement. Without in any material respect, without Lender’s prior written consent. Each request by Borrower for approval and consent by Lender pursuant to this Section 5.25 shall be in writing and contain a legend in capitalized bold letters on way limiting the top of the cover page stating: “LENDER’S RESPONSE IS REQUESTED WITHIN TEN (10) BUSINESS DAYS. LENDER’S FAILURE TO RESPOND WITHIN SUCH TIME PERIOD SHALL RESULT IN LENDER’S CONSENT BEING DEEMED TO HAVE BEEN GRANTED” and Borrower shall include the following documentation with such request all materials reasonably necessary in order for Lender to evaluate such matter. In the event that Lender fails to grant or withhold its approval and consent to such matter within such ten (10) Business Day period (and, covenants set forth in the case of a withholding of consentLoan Documents, stating the grounds therefor in reasonable detail), then, so long as no Event of Default is continuing, Lender’s approval and consent shall be deemed to have been granted. There shall be no administrative or approval fee in connection with this Section 5.25(a), but Borrower shall pay any out-of-pocket costs and expenses incurred by Lender. (b) Notwithstanding the foregoing, provided no Event of Default is continuing, Mortgage Borrower and/or Operating Lessee shall have the right, and the right to permit Franchisor, without the prior written approval of Lender (but upon prior written notice to Lender), to terminate a Franchise Agreement at an Individual Property; provided, however, it shall be an Event of Default hereunder in the event that within sixty (60) days of the termination of such Franchise Agreement will: (i) Borrower shall have failed (or shall have failed cause the hotel located on the Property to cause Senior Mezzanine Borrower be operated, repaired and maintained as a well-maintained hotel, providing amenities, services and facilities substantially equivalent to cause Mortgage Borrower or Operating Lessee hotels of similar average room rate and targeted market segment from time to time operating in the case of clause (2) hereof) to deliver to Lender either (1) a PIP Guaranty relating to any New PIP contemplated by the Replacement Franchise Agreement same or the Replacement Management Agreement with a Brand Manager or (2) Cash to be deposited into the PIP Reserve Account in an amount equal to the PIP Required Deposit contemplated by the Replacement Franchise Agreement or the Replacement Management Agreement with a Brand Manager, which Cash shall be held and distributed in accordance with the terms of Section 9.9 comparable geographic area of the Mortgage Loan Agreement Property, taking into consideration the age and location of the hotel located on the Property and (ii) Borrower fails maintain Inventory in amounts sufficient to deliver evidence reasonably acceptable meet the hotel industry standard for hotels comparable to Lender that a Replacement Franchise Agreement or a Replacement Management Agreement with a Brand Manager is in the hotel located on the Property and at levels sufficient for the operation of the hotel located on the Property at full force and effect at the applicable Individual Propertyoccupancy levels.

Franchise Agreement. (a) Except as provided in Subject to the last sentence of this AgreementSection 4.1.22(a), the Properties shall at all times be operated in accordance with the terms each of Borrower and conditions of the Franchise Agreements. Borrower shall, or shall cause Senior Mezzanine Borrower to cause Mortgage Borrower or Operating Lessee to cause Manager to, shall (i) pay cause the hotel located on each Individual Property being operated under a Franchise Agreement to be operated pursuant to the applicable Franchise Agreement; (ii) promptly perform and observe all sums of the covenants required to be paid performed and observed by Mortgage Borrower, Operating Lessee and/or Manager it under the Franchise Agreements, (ii) diligently perform, observe Agreement and enforce do all of the terms, covenants things reasonably necessary to preserve and conditions of the Franchise Agreements, to keep unimpaired its material rights thereunder; (iii) promptly deliver to Lender a copy of any written notice to Mortgage Borrower or Operating Lessee of any default by Mortgage Borrower, Operating Lessee and/or Manager under the Franchise Agreements and notify Lender of any material default under the Franchise Agreements Agreement of which it is aware, ; (iv) promptly deliver to Lender a copy of each material financial statement, material business plan, material capital expenditures plan, material notice, material report and material estimate received by it under the Franchise Agreement (including, without limitation, notices of default, notices concerning any written notice of the trademarks licensed under the Franchise Agreement and notices requiring Borrower to Franchisor perform any repairs, alterations, improvements or remodeling to the applicable Individual Property); (v) promptly enforce in a commercially reasonable manner the performance and observance of any default all of the material covenants required to be performed and observed by the Franchisor under the Franchise Agreements, (v) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of non-performance, report Agreement; and estimate (a) received by Mortgage Borrower or Operating Lessee under the Franchise Agreements and (b) required to be delivered by Mortgage Borrower, Operating Lessee and/or Manager to Franchisor under the Franchise Agreements, (vi) complete all work required under use commercially reasonable efforts to deliver any PIP on franchisor comfort letters reasonably requested by Lender in form and substance reasonably acceptable to Lender pursuant to Section 4.1.8(d) hereof. In addition, neither Borrower nor Operating Lessee shall, without Lender’s prior consent, which consent shall not be unreasonably withheld, conditioned or prior delayed, (A) except as expressly permitted pursuant to the Outside Dateterms hereof, (vii) not modify surrender, terminate or amend cancel the Franchise Agreements Agreement or reject the Franchise Agreement in a proceedings under Creditor’s Rights Laws; (B) reduce or consent to the extent such modification or amendment could reasonably be expected to reduction of the term of the Franchise Agreement if the same would have a Material Adverse Effect; (C) increase or consent to the increase of the amount of any charges under the Franchise Agreement if the same would have a Material Adverse Effect; (D) otherwise materially and adversely modify, and (viii) except as provided in clause (b) below not terminatechange, cancelsupplement, alter or amend, or replace the Franchise Agreements, nor replace the Franchisor, nor waive or release any of its rights and remedies under, the Franchise Agreement if the same would have a Material Adverse Effect; or (E) subject to the last sentence of this Section 4.1.22(a), suffer or permit the occurrence and continuance of a default beyond any applicable cure period under the Franchise Agreements in any material respect, without Lender’s prior written consentAgreement if such default permits Franchisor to terminate or cancel the Franchise Agreement. Each request by Borrower for approval and consent by Lender pursuant to this Section 5.25 shall be in writing and contain a legend in capitalized bold letters on the top of the cover page stating: “LENDER’S RESPONSE IS REQUESTED WITHIN TEN (10) BUSINESS DAYS. LENDER’S FAILURE TO RESPOND WITHIN SUCH TIME PERIOD SHALL RESULT IN LENDER’S CONSENT BEING DEEMED TO HAVE BEEN GRANTED” and Borrower shall include the following documentation with such request all materials reasonably necessary in order for Lender to evaluate such matter. In the event that Lender fails to grant or withhold its approval and consent to such matter within such ten (10) Business Day period (and, in the case of a withholding of consent, stating the grounds therefor in reasonable detail), then, so long as no Event of Default is continuing, Lender’s approval and consent shall be deemed to have been granted. There shall be no administrative or approval fee in connection with this Section 5.25(a), but Borrower shall pay any out-of-pocket costs and expenses incurred by Lender. (b) Notwithstanding the foregoing, foregoing and provided no Event of Default has occurred and is continuing, Mortgage Borrower and/or Operating Lessee shall have the right, and the right to permit Franchisorto, without Lender’s consent, (i) terminate, or accept the prior written approval of Lender (but upon prior written notice to Lender)termination by Franchisor of, to terminate a the Franchise Agreement at an Individual Property; providedand enter into a Replacement Franchise Agreement or a Replacement Brand Management Agreement with a Qualified Brand Manager in accordance with the terms hereof, howeverprovided that, it shall be an Event of Default hereunder in the event that (A) within sixty (60) days of the such termination of such Franchise Agreement (i) Borrower shall have failed (or shall have failed to cause Senior Mezzanine Borrower to cause Mortgage Borrower or Operating Lessee enters into a Replacement Franchise Agreement with a Qualified Franchisor or a Replacement Brand Management Agreement with a Qualified Brand Manager and (B) all other Individual Properties (other than the one for which such Franchise Agreement is terminated) are then subject to a Franchise Agreement or Brand Management Agreement that is in full force and effect, (ii) extend the case Franchise Agreement with Franchisor on the same terms as the existing Franchise Agreement or such other terms and conditions pursuant to a Replacement Franchise Agreement with such Franchisor, and (iii) enter into a Replacement Franchise Agreement pursuant to the terms of clause Section 4.1.26(a) of this Agreement. Notwithstanding anything in this Agreement to the contrary, a default under the Franchise Agreement shall not be a Default or Event of Default, so long as (2a) hereofBorrower shall diligently be pursuing cure of such default under the Franchise Agreement in accordance with the Franchise Agreement or other conditions granted by Franchisor and in a manner satisfactory to Lender, (b) Borrower or Operating Lessee terminates or accepts a termination of the Franchise Agreement on account of such default and enters into a Replacement Franchise Agreement or Replacement Brand Management Agreement within sixty (60) days of such termination, as provided herein, or (c) Borrower shall obtain an Individual Property Release of the Individual Property to which such Franchise Agreement default relates pursuant to Section 2.7 of this Agreement. (b) Except as provided for in Sections 4.1.22(a) and 4.1.26(a), neither Borrower nor Operating Lessee shall enter into any franchise or similar agreement other than the Franchise Agreement or renew the Franchise Agreement, in each case, without the prior written consent of Lender, which consent may be withheld in Lender’s reasonable discretion and may, at Lender’s option, be conditioned upon, among other things, Lender’s receipt of a Rating Agency Confirmation. In the event that the Franchise Agreement expires or is terminated (without limiting any obligation of Borrower to obtain Lender’s consent (if any) to deliver any termination or modification of the Franchise Agreement in accordance with the terms and provisions of this Agreement), Borrower and/or Operating Lessee shall, within sixty (60) days following such expiration or termination, enter into a Replacement Franchise Agreement with Franchisor or another Qualified Franchisor, as applicable, or a Replacement Brand Management Agreement with a Qualified Brand Manager. Without limitation of the foregoing, any renewal or replacement of the Franchise Agreement shall be with a Qualified Franchisor pursuant to Lender a Replacement Franchise Agreement or, with respect to a Replacement Brand Management Agreement, with a Qualified Brand Manager pursuant to a Replacement Brand Management Agreement. (c) By no later than the earlier of (i) sixty (60) days prior to the then current expiration date of the Franchise Agreement or (ii) the earliest renewal notice period permitted under the Franchise Agreement, Borrower and/or Operating Lessee shall have either (1A) applied for renewal of the Franchise Agreement or (B) applied for a Replacement Franchise Agreement for the applicable Individual Property with a Qualified Franchisor or a Replacement Brand Management Agreement for the applicable Individual Property with a Qualified Brand Manager. (d) Borrower and/or Operating Lessee shall provide Lender with no less than thirty (30) days prior written notice (such notice date, the “Franchise Notice Date”) of any renewal or replacement of the Franchise Agreement or any Replacement Franchise Agreement (the “Franchise Replacement”). On or prior to the Franchise Notice Date, Borrower shall provide, or shall cause Operating Lessee to provide, Lender a draft of the proposed replacement or renewal franchise agreement and all documentation and information related thereto (including, without limitation, any applicable PIP Guaranty relating requirements). In connection with the foregoing, Lender shall have the right, at the sole cost and expense of Borrower, to engage third party consultant(s) to review and approve each of the foregoing (to the extent Lender has approval rights with respect to the same). The terms and conditions of this subsection (d) shall not be deemed to limit the other terms and conditions hereof or of the other Loan Documents. (e) Borrower shall provide, or shall cause Operating Lessee to provide, Lender prior written notice of any new PIP (the “New PIP”) required in connection with the Franchise Agreement (including, without limitation, any Replacement Franchise Agreement). To the extent Borrower has an approval right over the New PIP, Borrower shall not agree to any New PIP contemplated by without Lender’s prior written consent thereto (which such consent may be conditioned upon, among other things, Lender’s engagement, at the Replacement sole cost and expense of Borrower, of third party consultant(s) to review and approve the New PIP). Prior to the effective date that any New PIP is imposed under the Franchise Agreement or the Replacement Management Agreement with a Brand Manager or (2) Cash to be deposited into the PIP Reserve Account in Agreement, Borrower shall deposit an amount equal to one hundred ten percent (110%) of the budgeted expenditures for such New PIP Required for the then current fiscal year as estimated by Borrower and approved by Lender and that is not already reserved or scheduled to be reserved by Lender (the “PIP Deposit contemplated by the Replacement Franchise Agreement or the Replacement Management Agreement Amount”), with a Brand Manager, which Cash such amount to be held in an account with Lender and shall be held deemed an “Account” (as defined in the Cash Management Agreement) hereunder. The PIP Deposit Amount shall be deemed PIP Reserve Funds and distributed the work required under the New PIP shall be deemed PIP Work. Borrower shall be required to deposit any PIP Reserve True-Up in connection with such New PIP pursuant to the terms of Section 6.7.1 hereof. Furthermore, Lender shall distribute such amounts in accordance with the terms of Section 9.9 6.7.2 hereof. Notwithstanding anything herein to the contrary, Borrower is hereby permitted to cause Franchisor to amend the scope and timing of any PIP without Lender’s consent, provided that, (i) such adjustment does not cause any increase in costs that are not already deposited in reserves with Lender for the Mortgage Loan Agreement and then current fiscal year or (ii) if such adjustment does cause any increase in costs that are not already deposited in escrow with Lender for the then current fiscal year, Borrower fails shall deposit the amount of such increased costs with Lender pursuant to deliver evidence reasonably acceptable the terms of this Section 4.1.22(e). Furthermore, notwithstanding the foregoing or anything herein to Lender the contrary, in the event that a Replacement Franchise Agreement or a Replacement Management Agreement (i) Borrower is required to deposit the PIP Deposit Amount pursuant to this Section 4.1.22(e) in connection with a Brand Manager is in full force and effect at the applicable an Individual Property., (ii) all or any portion of the work required to be completed under the New PIP is the same as the standard, regularly scheduled FF&E Expenditures for such Individual Property, as

Franchise Agreement. (a) Except as provided in this Agreement, the Properties shall at all times be operated in accordance with the terms and conditions of the Franchise Agreements. Borrower shall, or shall cause Senior Mezzanine Borrower to cause Mortgage Borrower or Operating Lessee to cause Manager to, (i) pay all sums required to be paid by Mortgage Borrower, Operating Lessee and/or Manager under the Franchise Agreements, (ii) diligently perform, observe and enforce all of the terms, covenants and conditions of the Franchise Agreements, (iii) promptly deliver to Lender a copy of any written notice to Mortgage Borrower or Operating Lessee of any default by Mortgage Borrower, Operating Lessee and/or Manager under the Franchise Agreements and notify Lender of any material default under the Franchise Agreements of which it is aware, (iv) promptly deliver to Lender a copy of any written notice to Franchisor of any default by Franchisor under the Franchise Agreements, (v) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of non-performance, report and estimate (a) received by Mortgage Borrower or Operating Lessee under the Franchise Agreements and (b) required to be delivered by Mortgage Borrower, Operating Lessee and/or Manager to Franchisor under the Franchise Agreements, (vi) complete all work required under any PIP on or prior to the Outside Date, (vii) not modify or amend the Franchise Agreements to the extent such modification or amendment could reasonably be expected to have a Material Adverse Effect, and (viii) except as provided in clause (b) below not terminate, cancel, or replace the Franchise Agreements, nor replace the Franchisor, nor waive or release any of its rights and remedies under the Franchise Agreements in any material respect, without Lender’s prior written consent. Each request by Borrower for approval and consent by Lender pursuant to this Section 5.25 shall be in writing and contain a legend in capitalized bold letters on the top of the cover page stating: “LENDER’S RESPONSE IS REQUESTED WITHIN TEN (10) BUSINESS DAYS. LENDER’S FAILURE TO RESPOND WITHIN SUCH TIME PERIOD SHALL RESULT IN LENDER’S CONSENT BEING DEEMED TO HAVE BEEN GRANTED” and Borrower shall include the following documentation with such request all materials reasonably necessary in order for Lender to evaluate such matter. In the event that Lender fails to grant or withhold its approval and consent to such matter within such ten (10) Business Day period (and, in the case of a withholding of consent, stating the grounds therefor in reasonable detail), then, so long as no Event of Default is continuing, Lender’s approval and consent shall be deemed to have been granted. There shall be no administrative or approval fee in connection with this Section 5.25(a), but Borrower shall pay any out-of-pocket costs and expenses incurred by Lender. (b) Notwithstanding the foregoing, provided no Event of Default is continuing, Mortgage Borrower and/or Operating Lessee shall have the right, and the right to permit Franchisor, without the prior written approval of Lender (but upon prior written notice to Lender), to terminate a Franchise Agreement at an Individual Property; provided, however, it shall be an Event of Default hereunder in the event that within sixty (60) days of the termination of such Franchise Agreementpermit (i) Borrower shall have failed (or shall have failed to cause Senior Mezzanine Borrower to cause Mortgage Borrower or Operating Lessee in the case of clause (2) hereof) to deliver to Lender either (1) a PIP Guaranty relating to any New PIP contemplated by the Replacement Franchise Agreement or the Replacement Management Agreement with a Brand Manager or (2) Cash to be deposited into the PIP Reserve Account in an amount equal to the PIP Required Deposit contemplated by the Replacement Franchise Agreement or the Replacement Management Agreement with a Brand Manager, which Cash shall be held and distributed in accordance with the terms of Section 9.9 of the Mortgage Loan Agreement and (ii) Borrower fails to deliver evidence reasonably acceptable to Lender that a Replacement Franchise Agreement or a Replacement Management Agreement with a Brand Manager is in full force and effect at the applicable Individual PropertyProperty (and such Replacement Franchise Agreement or Replacement Management Agreement, as the case may be, shall not violate or be prohibited by any applicable Ground Lease). (c) WITH RESPECT TO THE SHERATON BUCKS COUNTY PROPERTY, THE APPLICABLE MORTGAGE BORROWER IS A PARTY TO A LICENSE AGREEMENT WITH THE SHERATON CORPORATON THAT ENABLES IT TO OPERATE A HOTEL USING THE SERVICE ▇▇▇▇ “SHERATON®.” NEITHER THE SHERATON CORPORATION NOR ITS AFFILIATES OWN SUCH HOTEL OR ARE A PARTY TO THIS FINANCING AND HAVE NOT PROVIDED OR REVIEWED, AND ARE NOT RESPONSIBLE FOR, ANY DISCLOSURES OR OTHER INFORMATION SET FORTH HEREIN.

Franchise Agreement. (a) Except as provided in this Agreement, the Properties shall at all times be operated in accordance with the terms and conditions of the Franchise Agreements. Borrower shall, or shall cause Senior Mezzanine Borrower to cause Mortgage Borrower or Operating Lessee to cause Manager to, (i) pay all sums required to be paid by Mortgage Borrower, Operating Lessee and/or Manager under the Franchise Agreements, (ii) diligently perform, observe and enforce all of the terms, covenants and conditions of the Franchise Agreements, (iii) promptly deliver to Lender a copy of any written notice to Mortgage Borrower or Operating Lessee of any default by Mortgage Borrower, Operating Lessee and/or Manager under the Franchise Agreements and notify Lender of any material default under the Franchise Agreements of which it is aware, (iv) promptly deliver to Lender a copy of any written notice to Franchisor of any default by Franchisor under the Franchise Agreements, (v) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of non-performance, report and estimate (a) received by Mortgage Borrower or Operating Lessee under the Franchise Agreements and (b) required to be delivered by Mortgage Borrower, Operating Lessee and/or Manager to Franchisor under the Franchise Agreements, (vi) complete all work required under any PIP on or prior to the Outside Date, (vii) not modify or amend the Franchise Agreements to the extent such modification or amendment could reasonably be expected to have a Material Adverse Effect, and (viii) except as provided in clause (b) below not terminate, cancel, or replace the Franchise Agreements, nor replace the Franchisor, nor waive or release any of its rights and remedies under the Franchise Agreements in any material respect, without Lender’s prior written consent. Each request by Borrower for approval and consent by Lender pursuant to this Section 5.25 shall be in writing and contain a legend in capitalized bold letters on the top of the cover page stating: “LENDER’S RESPONSE IS REQUESTED WITHIN TEN (10) BUSINESS DAYS. LENDER’S FAILURE TO RESPOND WITHIN SUCH TIME PERIOD SHALL RESULT IN LENDER’S CONSENT BEING DEEMED TO HAVE BEEN GRANTED” and Borrower shall include the following documentation with such request all materials reasonably necessary in order for Lender to evaluate such matter. In the event that Lender fails to grant or withhold its approval and consent to such matter within such ten (10) Business Day period (and, in the case of a withholding of consent, stating the grounds therefor in reasonable detail), then, so long as no Event of Default is continuing, Lender’s approval and consent shall be deemed to have been granted. There shall be no administrative or approval fee in connection with this Section 5.25(a), but Borrower shall pay any out-of-pocket costs and expenses incurred by Lender. (b) Notwithstanding the foregoing, provided no Event of Default is continuing, Mortgage Borrower and/or Operating Lessee shall have the right, and the right to permit Franchisor, without the prior written approval of Lender (but upon prior written notice to Lender), to terminate a Franchise Agreement at an Individual Property; provided, however, it shall be an Event of Default hereunder in the event that within sixty (60) days of the termination of such Franchise Agreement (i) Borrower shall have failed (or shall have failed to cause Senior Mezzanine Borrower to cause Mortgage Borrower or Operating Lessee in the case of clause (2) hereof) to deliver to Lender either (1) a PIP Guaranty relating to any New PIP contemplated by the Replacement Franchise Agreement or the Replacement Management Agreement with a Brand Manager or (2) Cash cash to be deposited into the PIP Reserve Account in an amount equal to the PIP Required Deposit contemplated by the Replacement Franchise Agreement or the Replacement Management Agreement with a Brand Manager, which Cash cash shall be held and distributed in accordance with the terms of Section 9.9 of the Mortgage Loan Agreement hereof and (ii) Borrower fails to deliver evidence reasonably acceptable to Lender that a Replacement Franchise Agreement or a Replacement Management Agreement with a Brand Manager is in full force and effect at the applicable Individual PropertyProperty (and such Replacement Franchise Agreement or Replacement Management Agreement, as the case may be, shall not violate or be prohibited by any applicable Ground Lease). (c) WITH RESPECT TO THE SHERATON BUCKS COUNTY PROPERTY, THE APPLICABLE BORROWER IS A PARTY TO A LICENSE AGREEMENT WITH THE SHERATON CORPORATON THAT ENABLES IT TO OPERATE A HOTEL USING THE SERVICE ▇▇▇▇ “SHERATON®.” NEITHER THE SHERATON CORPORATION NOR ITS AFFILIATES OWN SUCH HOTEL OR ARE A PARTY TO THIS FINANCING AND HAVE NOT PROVIDED OR REVIEWED, AND ARE NOT RESPONSIBLE FOR, ANY DISCLOSURES OR OTHER INFORMATION SET FORTH HEREIN.

Franchise Agreement. (a) Except Purchaser may instruct Seller to terminate the Franchise Agreement with such termination to be effective as of the Closing Date, in Purchaser's sole discretion, provided that in such event Purchaser shall be solely responsible for the payment of liquidated damages, termination fees, costs or other liabilities arising from or related to the termination of the Franchise Agreement and shall indemnify and hold harmless Seller therefrom. The preceding provisions of this Section 11.2 shall survive the Closing or earlier ------------ termination of this Agreement. (b) As between Seller and Purchaser, Seller shall be solely responsible for obtaining, at its sole cost and expense, the Franchisor Comfort Letters and the consent of the franchisor, if required pursuant to the Franchise Agreement, to the transactions described in this Agreement; provided that the failure of Seller to obtain such Franchisor Comfort Letters or consents of franchisors, the Properties shall at all times be operated after using commercially reasonable, good faith efforts to do so in accordance with Section 8.1(o), shall not be a default under this Agreement; -------------- provided further that Seller's obligation and liability to pay administrative fees imposed by the franchisor for such Franchisor Comfort Letters, such consents or otherwise in connection with the transaction contemplated by this Purchase Agreement shall be limited to the first One Hundred Thousand Dollars ($100,000) of the collective administrative fees required by the franchisor and by any franchisor in connection with the transactions contemplated by the Other Agreements and one-half of all amounts in excess thereof, and Purchaser hereby covenants and agrees to pay the other one-half of such administrative fees in excess of One Hundred Thousand Dollars ($100,000). In no event shall the requirement of payment of administrative fees constitute a reason for Purchaser to fail to close on the Property. (c) In the event Purchaser directs Seller to terminate the Franchise Agreement pursuant to this Section 11.2 and intends to cause Operating ------------ Lessee, as lessee, to enter into a new franchise agreement at the Closing and has a binding commitment from the new franchisor for the same (subject to reasonable conditions), Seller and Purchaser hereby agree to negotiate in good faith to an adjustment of the rent payable pursuant to the Operating Lease, based on the terms and conditions of the Franchise Agreements. Borrower shall, or shall cause Senior Mezzanine Borrower new franchise agreement and its anticipated effect on Gross Revenues (as defined in the Operating Lease). (d) Notwithstanding anything to cause Mortgage Borrower or Operating Lessee to cause Manager to, the contrary contained herein (i) pay all sums required to be paid by Mortgage Borrower, Operating Lessee and/or Manager under the Franchise Agreements, (ii) diligently perform, observe and enforce all of the terms, covenants and conditions of the Franchise Agreements, (iii) promptly deliver to Lender a copy of any written notice to Mortgage Borrower or Operating Lessee of any default by Mortgage Borrower, Operating Lessee and/or Manager under the Franchise Agreements and notify Lender of any material default under the Franchise Agreements of which it is aware, (iv) promptly deliver to Lender a copy of any written notice to Franchisor of any default by Franchisor under the Franchise Agreements, (v) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of non-performance, report and estimate (a) received by Mortgage Borrower or Operating Lessee under the Franchise Agreements and including without limitation subparagraph (b) required above), if in connection with the transaction contemplated by this Agreement or the obtaining of the Franchisor Comfort Letters or franchisor consents, the franchisor requires any capital improvement to be delivered by Mortgage Borrowermade at the Property (hereinafter, Operating Lessee and/or Manager a "PIP"), Purchaser shall be solely responsible for the cost and expense of the same. In no event shall the requirement of a PIP constitute a reason for Purchaser to Franchisor under fail to close on the Property. In lieu of agreeing to any PIP requirement, Purchaser may direct Seller to terminate the Franchise Agreements, (vi) complete all work required under any PIP on or prior to the Outside Date, (vii) not modify or amend the Franchise Agreements to the extent such modification or amendment could reasonably be expected to have a Material Adverse Effect, and (viii) except Agreement as provided in clause (b) below not terminateSection 11.2(a). If --------------- any such PIP requirement is imposed solely as a result of Purchaser's request for a Franchisor Comfort Letter, cancel, or replace Purchaser may waive the Franchise Agreements, nor replace the Franchisor, nor waive or release any of its rights and remedies under the Franchise Agreements in any material respect, without Lender’s prior written consent. Each request by Borrower for approval and consent by Lender pursuant to this Section 5.25 shall be in writing and contain a legend in capitalized bold letters on the top of the cover page stating: “LENDER’S RESPONSE IS REQUESTED WITHIN TEN (10) BUSINESS DAYS. LENDER’S FAILURE TO RESPOND WITHIN SUCH TIME PERIOD SHALL RESULT IN LENDER’S CONSENT BEING DEEMED TO HAVE BEEN GRANTED” and Borrower shall include the following documentation with such request all materials reasonably necessary in order for Lender to evaluate such matter. In the event that Lender fails to grant or withhold its approval and consent to such matter within such ten (10) Business Day period (and, in the case of a withholding of consent, stating the grounds therefor in reasonable detail), then, so long as no Event of Default is continuing, Lender’s approval and consent shall be deemed to have been granted. There shall be no administrative or approval fee in connection with this Section 5.25(a), but Borrower shall pay any out-of-pocket costs and expenses incurred by Lender. (b) Notwithstanding the foregoing, provided no Event of Default is continuing, Mortgage Borrower and/or Operating Lessee shall have the right, and the right to permit Franchisor, without the prior written approval of Lender (but upon prior written notice to Lender), to terminate a Franchise Agreement at an Individual Property; provided, however, it shall be an Event of Default hereunder in the event that within sixty (60) days of the termination delivery of such Franchise Agreement (i) Borrower shall have failed (or shall have failed Franchisor Comfort Letter as a condition to cause Senior Mezzanine Borrower to cause Mortgage Borrower or Operating Lessee in the case of clause (2) hereof) to deliver to Lender either (1) a PIP Guaranty relating to any New PIP contemplated by the Replacement Franchise Agreement or the Replacement Management Agreement with a Brand Manager or (2) Cash to be deposited into the PIP Reserve Account in an amount equal to the PIP Required Deposit contemplated by the Replacement Franchise Agreement or the Replacement Management Agreement with a Brand Manager, which Cash shall be held and distributed in accordance with the terms of Section 9.9 of the Mortgage Loan Agreement and (ii) Borrower fails to deliver evidence reasonably acceptable to Lender that a Replacement Franchise Agreement or a Replacement Management Agreement with a Brand Manager is in full force and effect at the applicable Individual PropertyClosing.

Franchise Agreement. (a) Except as provided in this AgreementOperating Lessee has delivered to Lender true, the Properties shall at all times be operated in accordance with the terms correct and conditions complete copies of the Franchise AgreementsAgreement and the PIP. Borrower shall, or shall cause Senior Mezzanine Borrower to cause Mortgage Borrower or Operating Lessee represents and warrants to cause Manager to, Lender that: (i) pay all sums required to be paid by Mortgage Borrower, Operating Lessee and/or Manager under the Franchise Agreements, Agreement is in full force and effect; (ii) diligently perform, observe and enforce all of the terms, covenants and conditions of the Franchise Agreements, (iii) promptly deliver to Lender a copy of any written notice to Mortgage Borrower or Operating Lessee has not previously received or delivered any notice of any default by Mortgage Borrower, Operating Lessee and/or Manager under the Franchise Agreements and notify Lender of any material default under the Franchise Agreements Agreement or the PIP which has not been cured within applicable notice and/or cure periods; (iii) no material default by Operating Lessee or Franchisor currently exists under the Franchise Agreement or the PIP, nor is Operating Lessee aware of any event or condition which it is aware, if not cured within applicable notice and/or cure periods would result in Operating Lessee or Franchisor being in material default of the Franchise Agreement or the PIP; (iv) promptly deliver with respect to Lender a copy of each Individual Property, the applicable Franchise Agreement and the applicable PIP (if any) set forth the entire agreement between the applicable Franchisor and the applicable Operating Lessee concerning such Individual Property, or any portion thereof, and there are no other agreements, written notice or oral, to which such Franchisor of and such Operating Lessee are parties concerning such Individual Property, or any default portion thereof other than the Comfort Letter; (v) other than the PIP Project which shall be performed in accordance with the applicable PIP and the Project Loan Agreement, Operating Lessee has performed all capital or other property improvements currently required to be performed by Franchisor the franchisee under the Franchise AgreementsAgreement; (viii) other than the PIP and except as expressly set forth in the Franchise Agreement, Operating Lessee has not received notice from Franchisor or any of its subsidiaries or affiliates of any capital or other property improvements or property improvement plans required under the Franchise Agreement; (vix) promptly deliver Operating Lessee has no knowledge of any capital or other property improvements which Franchisor is contemplating or considering requiring to Lender a copy be performed by the franchisee under the Franchise Agreement in the future; and (x) neither the Franchise Agreement nor the PIP has been modified, changed, supplemented, altered or amended and Operating Lessee has not released any of each financial statementits rights or remedies under the Franchise Agreement, business planin any respect, capital expenditure planeither orally or in writing. As between Lender, notice Operating Lessee and Borrower, to the extent of non-performanceany conflict or inconsistency among the provisions of the Loan Documents and the Franchise Agreement or any other similar document, report and estimate the provisions of the Loan Documents shall control. Labor Agreements . There are no: (aA) received by Mortgage collective bargaining agreements and/or other labor agreements to which Borrower or Operating Lessee under is a party or by which either of the Franchise Agreements and foregoing is or may be bound; (bB) required employment, profit sharing, deferred compensation, bonus, stock option, stock purchase, pension, retainer, consulting, retirement, health, welfare, or incentive plans and/or contracts to be delivered by Mortgage Borrower, which Borrower or Operating Lessee or by which either of the foregoing is or may be bound, or (C) plans and/or Manager agreements under which “fringe benefits” (including, but not limited to, vacation plans or programs, and related or similar dental or medical plans or programs, and related or similar benefits) are afforded to Franchisor under the Franchise Agreementsemployees of Borrower or Operating Lessee. Neither Borrower nor Operating Lessee has violated any applicable laws, (vi) complete all work required under any PIP on or prior rules and regulations relating to the Outside Dateemployment of labor, (vii) not modify or amend including those relating to wages, hours, collective bargaining and the Franchise Agreements to the extent such modification or amendment could reasonably be expected to have a Material Adverse Effect, payment and (viii) except withholding of taxes and other sums as provided in clause (b) below not terminate, cancel, or replace the Franchise Agreements, nor replace the Franchisor, nor waive or release any of its rights and remedies under the Franchise Agreements in any material respect, without Lender’s prior written consentrequired by appropriate Governmental Authorities. Each request by Borrower for approval and consent by Lender pursuant to this Section 5.25 shall be in writing and contain a legend in capitalized bold letters on the top 51 All of the cover page stating: “LENDER’S RESPONSE IS REQUESTED WITHIN TEN (10) BUSINESS DAYS. LENDER’S FAILURE TO RESPOND WITHIN SUCH TIME PERIOD SHALL RESULT IN LENDER’S CONSENT BEING DEEMED TO HAVE BEEN GRANTED” representations and Borrower shall include the following documentation with such request all materials reasonably necessary warranties in order for Lender to evaluate such matter. In the event that Lender fails to grant or withhold its approval this Article 4 and consent to such matter within such ten (10) Business Day period (and, elsewhere in the case of a withholding of consent, stating the grounds therefor in reasonable detail), then, Loan Documents (i) shall survive for so long as no Event any portion of Default is continuing, Lender’s approval the Debt remains owing to Lender and consent (ii) shall be deemed to have been granted. There shall be no administrative relied upon by Lender notwithstanding any investigation heretofore or approval fee in connection with this Section 5.25(a)hereafter made by Lender or on its behalf, but Borrower shall pay any out-of-pocket costs and expenses incurred by Lender. (b) Notwithstanding the foregoing, provided no Event of Default is continuing, Mortgage Borrower and/or Operating Lessee shall have the right, and the right to permit Franchisor, without the prior written approval of Lender (but upon prior written notice to Lender), to terminate a Franchise Agreement at an Individual Property; provided, however, it that the representations, warranties and covenants set forth in Section 4.19 shall be an Event survive in perpetuity. Notwithstanding anything to the contrary contained herein, the representations, warranties and covenants set forth in Section 4.19 shall expire upon the fifth (5th) anniversary of Default hereunder (x) the indefeasible repayment in full of the Debt and the “Debt” (as such quoted term is defined in the event Project Loan Agreement or (y) the date that within sixty Lender acquires title to the Property by foreclosure, deed in lieu of foreclosure or similar proceeding (60) days the “Release Date”), provided that at the time of the such Release Date, Lender receives a Satisfactory Environmental Report, and further provided that such termination of liability under such Franchise Agreement (i) Borrower Section 4.19 shall have failed (or shall have failed to cause Senior Mezzanine Borrower to cause Mortgage Borrower or Operating Lessee in the case of clause (2) hereof) to deliver to Lender either (1) a PIP Guaranty relating not apply to any New PIP contemplated claims that have been asserted by the Replacement Franchise Agreement or the Replacement Management Agreement with a Brand Manager or any Person prior to such fifth (25th) Cash to be deposited into the PIP Reserve Account in an amount equal to the PIP Required Deposit contemplated by the Replacement Franchise Agreement or the Replacement Management Agreement with a Brand Manager, which Cash shall be held and distributed in accordance with the terms of Section 9.9 of the Mortgage Loan Agreement and (ii) Borrower fails to deliver evidence reasonably acceptable to Lender that a Replacement Franchise Agreement or a Replacement Management Agreement with a Brand Manager is in full force and effect at the applicable Individual Propertyyear anniversary.

Franchise Agreement. (a) Except as provided in this AgreementIn addition, the Properties Borrowers shall at all times not, without Lender's prior written consent, which consent shall not be operated in accordance with unreasonably withheld, conditioned or delayed: (x) increase or consent to the terms and conditions increase of the aggregate amount of any fees under any Franchise Agreements. Borrower shallAgreement; or (y) otherwise materially modify, change, supplement, alter or amend, or shall cause Senior Mezzanine Borrower to cause Mortgage Borrower or Operating Lessee to cause Manager to, (i) pay all sums required to be paid by Mortgage Borrower, Operating Lessee and/or Manager under the Franchise Agreements, (ii) diligently perform, observe and enforce all of the terms, covenants and conditions of the Franchise Agreements, (iii) promptly deliver to Lender a copy of any written notice to Mortgage Borrower or Operating Lessee of any default by Mortgage Borrower, Operating Lessee and/or Manager under the Franchise Agreements and notify Lender of any material default under the Franchise Agreements of which it is aware, (iv) promptly deliver to Lender a copy of any written notice to Franchisor of any default by Franchisor under the Franchise Agreements, (v) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of non-performance, report and estimate (a) received by Mortgage Borrower or Operating Lessee under the Franchise Agreements and (b) required to be delivered by Mortgage Borrower, Operating Lessee and/or Manager to Franchisor under the Franchise Agreements, (vi) complete all work required under any PIP on or prior to the Outside Date, (vii) not modify or amend the Franchise Agreements to the extent such modification or amendment could reasonably be expected to have a Material Adverse Effect, and (viii) except as provided in clause (b) below not terminate, cancel, or replace the Franchise Agreements, nor replace the Franchisor, nor waive or release any of its material rights and remedies under under, any Franchise Agreement. Lender's consent to any replacement of any Franchise Agreement, or the termination, renewal, extension or modification of an existing Franchise Agreements in any material respectAgreement, without Lender’s prior written consent. Each request by Borrower for approval and consent by Lender pursuant to this Section 5.25 shall be deemed given, if the first correspondence from the Borrowers to Lender requesting such consent is in writing an envelope marked "PRIORITY" and contain contains a bold-faced, conspicuous legend in capitalized bold letters on at the top of the cover first page stating: “LENDER’S RESPONSE IS REQUESTED thereof stating that "IF YOU FAIL TO RESPOND TO OR TO EXPRESSLY DENY THIS REQUEST FOR APPROVAL IN WRITING WITHIN FIFTEEN (15) DAYS, YOUR APPROVAL MAY BE DEEMED GIVEN," and is accompanied by the information and documents required above and any other information reasonably requested by Lender in writing prior to the expiration of such fifteen (15) day period in order to adequately review the same has been delivered and, if Lender fails to respond or to expressly deny such request for approval in writing within the fifteen (15) day period, a second notice is delivered to Lender from the Borrowers in an envelope marked "PRIORITY" requesting approval containing a bold-faced, conspicious legend at the top of the first page thereof stating that "IF YOU FAIL TO RESPOND TO OR EXPRESSLY DENY THIS REQUEST FOR APPROVAL IN WRITING WITHIN TEN (10) BUSINESS DAYS. LENDER’S FAILURE TO RESPOND WITHIN SUCH TIME PERIOD , YOUR APPROVAL SHALL RESULT IN LENDER’S CONSENT BEING BE DEEMED TO HAVE BEEN GRANTED” GIVEN" and Borrower shall include the following documentation with such request all materials reasonably necessary in order for Lender to evaluate such matter. In the event that Lender fails to grant respond or withhold its to expressly deny each request for approval and consent to such matter within such the ten (10) Business Day period (and, in the case of a withholding of consent, stating the grounds therefor in reasonable detail), then, so long as no Event of Default is continuing, Lender’s approval and consent shall be deemed to have been granted. There shall be no administrative or approval fee in connection with this Section 5.25(a), but Borrower shall pay any out-of-pocket costs and expenses incurred by Lenderday period. (b) Notwithstanding the foregoing, provided no Event of Default is continuing, Mortgage Borrower and/or Operating Lessee shall have the right, and the right to permit Franchisor, without the prior written approval of Lender (but upon prior written notice to Lender), to terminate a Franchise Agreement at an Individual Property; provided, however, it shall be an Event of Default hereunder in the event that within sixty (60) days of the termination of such Franchise Agreement (i) Borrower shall have failed (or shall have failed to cause Senior Mezzanine Borrower to cause Mortgage Borrower or Operating Lessee in the case of clause (2) hereof) to deliver to Lender either (1) a PIP Guaranty relating to any New PIP contemplated by the Replacement Franchise Agreement or the Replacement Management Agreement with a Brand Manager or (2) Cash to be deposited into the PIP Reserve Account in an amount equal to the PIP Required Deposit contemplated by the Replacement Franchise Agreement or the Replacement Management Agreement with a Brand Manager, which Cash shall be held and distributed in accordance with the terms of Section 9.9 of the Mortgage Loan Agreement and (ii) Borrower fails to deliver evidence reasonably acceptable to Lender that a Replacement Franchise Agreement or a Replacement Management Agreement with a Brand Manager is in full force and effect at the applicable Individual Property.

Franchise Agreement. (a) Except Purchaser may instruct Seller to terminate the Franchise Agreement with such termination to be effective as of the Closing Date, in Purchaser's sole discretion, provided that in such event Purchaser shall be solely responsible for the payment of liquidated damages, termination fees, costs or other liabilities arising from or related to the termination of such Franchise Agreement and shall indemnify and hold harmless Seller therefrom. The preceding provisions of this Section 11.2 shall survive the Closing or earlier ------------ termination of this Agreement. (b) As between Seller and Purchaser, Seller shall be solely responsible for obtaining, at its sole cost and expense, the Franchisor Comfort Letters and the consent of the franchisor, if required pursuant to the Franchise Agreement, to the transactions described in this Agreement; provided that the failure of Seller to obtain such Franchisor Comfort Letters or consents of franchisors, the Properties shall at all times be operated after using commercially reasonable, good faith efforts to do so in accordance with Section ------- 8.1(o), shall not be a default under this Agreement; provided further that ------ Seller's obligation and liability to pay administrative fees imposed by the franchisor for such Franchisor Comfort Letters, such consents or otherwise in connection with the transaction contemplated by this Purchase Agreement shall be limited to the first One Hundred Thousand Dollars ($100,000) of the collective administrative fees required by the franchisor and by any franchisor in connection with the transactions contemplated by the Other Agreements and one- half of all amounts in excess thereof, and Purchaser hereby covenants and agrees to pay the other one-half of such administrative fees in excess of One Hundred Thousand Dollars ($100,000). In no event shall the requirement of payment of administrative fees constitute a reason for Purchaser to fail to close on the Property. (c) In the event Purchaser directs Seller to terminate the Franchise Agreement pursuant to this Section 11.2 and intends to cause Operating ------------ Lessee, as lessee, to enter into a new franchise agreement at the Closing and has a binding commitment from the new franchisor for the same (subject to reasonable conditions), Seller and Purchaser hereby agree to negotiate in good faith to an adjustment of the rent payable pursuant to the Operating Lease, based on the terms and conditions of the Franchise Agreements. Borrower shall, or shall cause Senior Mezzanine Borrower new franchise agreement and its anticipated effect on Gross Revenues (as defined in the Operating Lease). (d) Notwithstanding anything to cause Mortgage Borrower or Operating Lessee to cause Manager to, the contrary contained herein (i) pay all sums required to be paid by Mortgage Borrower, Operating Lessee and/or Manager under the Franchise Agreements, (ii) diligently perform, observe and enforce all of the terms, covenants and conditions of the Franchise Agreements, (iii) promptly deliver to Lender a copy of any written notice to Mortgage Borrower or Operating Lessee of any default by Mortgage Borrower, Operating Lessee and/or Manager under the Franchise Agreements and notify Lender of any material default under the Franchise Agreements of which it is aware, (iv) promptly deliver to Lender a copy of any written notice to Franchisor of any default by Franchisor under the Franchise Agreements, (v) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of non-performance, report and estimate (a) received by Mortgage Borrower or Operating Lessee under the Franchise Agreements and including without limitation subparagraph (b) required above), if in connection with the transaction contemplated by this Agreement or the obtaining of the Franchisor Comfort Letters or franchisor consents, the franchisor requires any capital improvement to be delivered by Mortgage Borrowermade at the Property (hereinafter, Operating Lessee and/or Manager a "PIP"), Purchaser shall be solely responsible for the cost and expense of the same. In no event shall the requirement of a PIP constitute a reason for Purchaser to Franchisor under fail to close on the Property. In lieu of agreeing to any PIP requirement, Purchaser may direct Seller to terminate the Franchise Agreements, (vi) complete all work required under any PIP on or prior to the Outside Date, (vii) not modify or amend the Franchise Agreements to the extent such modification or amendment could reasonably be expected to have a Material Adverse Effect, and (viii) except Agreement as provided in clause (b) below not terminateSection 11.2(a). If --------------- any such PIP requirement is imposed solely as a result of Purchaser's request for a Franchisor Comfort Letter, cancel, or replace Purchaser may waive the Franchise Agreements, nor replace the Franchisor, nor waive or release any of its rights and remedies under the Franchise Agreements in any material respect, without Lender’s prior written consent. Each request by Borrower for approval and consent by Lender pursuant to this Section 5.25 shall be in writing and contain a legend in capitalized bold letters on the top of the cover page stating: “LENDER’S RESPONSE IS REQUESTED WITHIN TEN (10) BUSINESS DAYS. LENDER’S FAILURE TO RESPOND WITHIN SUCH TIME PERIOD SHALL RESULT IN LENDER’S CONSENT BEING DEEMED TO HAVE BEEN GRANTED” and Borrower shall include the following documentation with such request all materials reasonably necessary in order for Lender to evaluate such matter. In the event that Lender fails to grant or withhold its approval and consent to such matter within such ten (10) Business Day period (and, in the case of a withholding of consent, stating the grounds therefor in reasonable detail), then, so long as no Event of Default is continuing, Lender’s approval and consent shall be deemed to have been granted. There shall be no administrative or approval fee in connection with this Section 5.25(a), but Borrower shall pay any out-of-pocket costs and expenses incurred by Lender. (b) Notwithstanding the foregoing, provided no Event of Default is continuing, Mortgage Borrower and/or Operating Lessee shall have the right, and the right to permit Franchisor, without the prior written approval of Lender (but upon prior written notice to Lender), to terminate a Franchise Agreement at an Individual Property; provided, however, it shall be an Event of Default hereunder in the event that within sixty (60) days of the termination delivery of such Franchise Agreement (i) Borrower shall have failed (or shall have failed Franchisor Comfort Letter as a condition to cause Senior Mezzanine Borrower to cause Mortgage Borrower or Operating Lessee in the case of clause (2) hereof) to deliver to Lender either (1) a PIP Guaranty relating to any New PIP contemplated by the Replacement Franchise Agreement or the Replacement Management Agreement with a Brand Manager or (2) Cash to be deposited into the PIP Reserve Account in an amount equal to the PIP Required Deposit contemplated by the Replacement Franchise Agreement or the Replacement Management Agreement with a Brand Manager, which Cash shall be held and distributed in accordance with the terms of Section 9.9 of the Mortgage Loan Agreement and (ii) Borrower fails to deliver evidence reasonably acceptable to Lender that a Replacement Franchise Agreement or a Replacement Management Agreement with a Brand Manager is in full force and effect at the applicable Individual PropertyClosing.

Franchise Agreement. (a) Except Buyer acknowledges and agrees that the purchase and sale contemplated by this Agreement is intended to constitute a “Transfer” as provided in this Agreement, the Properties shall at all times be operated in accordance with the terms and conditions of the Franchise Agreements. Borrower shall, or shall cause Senior Mezzanine Borrower to cause Mortgage Borrower or Operating Lessee to cause Manager to, (i) pay all sums required to be paid by Mortgage Borrower, Operating Lessee and/or Manager under the Franchise Agreements, (ii) diligently perform, observe and enforce all of the terms, covenants and conditions of the Franchise Agreements, (iii) promptly deliver to Lender a copy of any written notice to Mortgage Borrower or Operating Lessee of any default by Mortgage Borrower, Operating Lessee and/or Manager under the Franchise Agreements and notify Lender of any material default under the Franchise Agreements of which it is aware, (iv) promptly deliver to Lender a copy of any written notice to Franchisor of any default by Franchisor under the Franchise Agreements, (v) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of non-performance, report and estimate (a) received by Mortgage Borrower or Operating Lessee under the Franchise Agreements and (b) required to be delivered by Mortgage Borrower, Operating Lessee and/or Manager to Franchisor under the Franchise Agreements, (vi) complete all work required under any PIP on or prior to the Outside Date, (vii) not modify or amend the Franchise Agreements to the extent such modification or amendment could reasonably be expected to have a Material Adverse Effect, and (viii) except as provided in clause (b) below not terminate, cancel, or replace the Franchise Agreements, nor replace the Franchisor, nor waive or release any of its rights and remedies under the Franchise Agreements in any material respect, without Lender’s prior written consent. Each request by Borrower for approval and consent by Lender pursuant to this Section 5.25 shall be in writing and contain a legend in capitalized bold letters on the top of the cover page stating: “LENDER’S RESPONSE IS REQUESTED WITHIN TEN (10) BUSINESS DAYS. LENDER’S FAILURE TO RESPOND WITHIN SUCH TIME PERIOD SHALL RESULT IN LENDER’S CONSENT BEING DEEMED TO HAVE BEEN GRANTED” and Borrower shall include the following documentation with such request all materials reasonably necessary in order for Lender to evaluate such matter. In the event that Lender fails to grant or withhold its approval and consent to such matter within such ten (10) Business Day period (and, defined in the case of a withholding of consent, stating the grounds therefor in reasonable detail), then, so long as no Event of Default is continuing, Lender’s approval and consent shall be deemed to have been granted. There shall be no administrative or approval fee in connection with this Section 5.25(a), but Borrower shall pay any out-of-pocket costs and expenses incurred by LenderExisting Franchise Agreement. (b) Notwithstanding No later than three (3) Business Days after the foregoingEffective Date, provided no Event of Default is continuingBuyer shall complete and submit to Franchisor its then-current questionnaire as contemplated by its then- current franchise disclosure document. From and after the Effective Date and through the Closing Date, Mortgage Borrower and/or Operating Lessee Buyer shall have the right, proceed promptly and the right diligently to permit Franchisor, without the prior written approval of Lender (but upon prior written notice to Lender), to terminate a Franchise Agreement at an Individual Property; provided, however, it shall be an Event of Default hereunder in the event that within sixty (60) days of the termination of such Franchise Agreement (i) Borrower shall have failed complete and submit to Franchisor its then-current form of application for a new franchise agreement (or shall have failed for a term to cause Senior Mezzanine Borrower be determined by Franchisor), and (ii) pay all applicable franchise application fees to cause Mortgage Borrower or Operating Lessee in Franchisor required by Franchisor for approval of Buyer as a new franchisee under the case “Hyatt Place” brand (the “Franchise Approval”), which Franchise Approval, at Franchisor’s sole election, may contemplate an assignment and assumption as well as the amendment of clause (2) hereof) to deliver to Lender either (1) a PIP Guaranty relating to any New PIP contemplated by the Replacement Existing Franchise Agreement or the Replacement Management execution by and between Franchisor and Buyer of a new franchise agreement (as applicable, together with such other agreements required by Franchisor, the “New Franchise Agreement”), on the terms and conditions applicable to a proposed transferee as set forth in Section 12 of the Existing Franchise Agreement and/or as otherwise required by Franchisor as a condition to the Franchise Approval including, but not limited to, (A) providing to Franchisor in a timely fashion all documents, information and representations and warranties required by Franchisor (including, without limitation, any information relating to Buyer, its ownership, hotel management company and personnel, or any guarantor of Buyer’s obligations under the New Franchise Agreement, if any), (B) the agreement of Buyer to pay Franchisor’s then-current franchise application fee and any and all costs associated with a Brand Manager or (2) Cash any property improvement plan required by Franchisor to be deposited into carried out by Seller or Buyer as a condition to issuing the PIP Reserve Account in an amount equal to the PIP Required Deposit contemplated by the Replacement New Franchise Agreement or the Replacement Management Agreement with a Brand Manager, which Cash shall be held and distributed in accordance with the terms of Section 9.9 of the Mortgage Loan Agreement and (ii) Borrower fails to deliver evidence reasonably acceptable to Lender that a Replacement Franchise Agreement or a Replacement Management Agreement with a Brand Manager is in full force and effect at the applicable Individual Property.Buyer,

Franchise Agreement. (a) Except as provided in this Agreement, the Properties shall at all times be operated in accordance with the terms and conditions of the Franchise Agreements. Borrower shall, or shall cause Senior Mezzanine Borrower to cause Mortgage Borrower or Operating Lessee to cause Manager to, (i) pay all sums required to be paid by Mortgage Borrower, Operating Lessee and/or Manager under the Franchise Agreements, (ii) diligently perform, observe and enforce all of the terms, covenants and conditions of the Franchise Agreements, (iii) promptly deliver to Lender a copy of any written notice to Mortgage Borrower or Operating Lessee of any default by Mortgage BorrowerB▇▇▇▇▇▇▇, Operating Lessee and/or Manager under the Franchise Agreements and notify Lender of any material default under the Franchise Agreements of which it is aware, (iv) promptly deliver to Lender a copy of any written notice to Franchisor of any default by Franchisor under the Franchise Agreements, (v) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of non-performance, report and estimate (a) received by Mortgage Borrower or Operating Lessee under the Franchise Agreements and (b) required to be delivered by Mortgage Borrower, Operating Lessee and/or Manager to Franchisor under the Franchise Agreements, (vi) complete all work required under any PIP on or prior to the Outside Date, (vii) not modify or amend the Franchise Agreements to the extent such modification or amendment could reasonably be expected to have a Material Adverse Effect, and (viii) except as provided in clause (b) below not terminate, cancel, or replace the Franchise Agreements, nor replace the Franchisor, nor waive or release any of its rights and remedies under the Franchise Agreements in any material respect, without LenderL▇▇▇▇▇’s prior written consent. Each request by Borrower for approval and consent by Lender pursuant to this Section 5.25 shall be in writing and contain a legend in capitalized bold letters on the top of the cover page stating: “LENDERL▇▇▇▇▇’S RESPONSE IS REQUESTED WITHIN TEN (10) BUSINESS DAYS. LENDERL▇▇▇▇▇’S FAILURE TO RESPOND WITHIN SUCH TIME PERIOD SHALL RESULT IN LENDER’S CONSENT BEING DEEMED TO HAVE BEEN GRANTED” and Borrower shall include the following documentation with such request all materials reasonably necessary in order for Lender to evaluate such matter. In the event that Lender fails to grant or withhold its approval and consent to such matter within such ten (10) Business Day period (and, in the case of a withholding of consent, stating the grounds therefor in reasonable detail), then, so long as no Event of Default is continuing, LenderL▇▇▇▇▇’s approval and consent shall be deemed to have been granted. There shall be no administrative or approval fee in connection with this Section 5.25(a), but Borrower shall pay any out-of-pocket costs and expenses incurred by Lender. (b) Notwithstanding the foregoing, provided no Event of Default is continuing, Mortgage Borrower and/or Operating Lessee shall have the right, and the right to permit Franchisor, without the prior written approval of Lender (but upon prior written notice to Lender), to terminate (including as a result of its expiration) a Franchise Agreement at an Individual Property; provided, however, it shall be an Event of Default hereunder in the event that within sixty (60) days of the termination of such Franchise Agreement (i) Borrower shall have failed (or shall have failed to cause Senior Mezzanine Borrower to cause Mortgage Borrower or Operating Lessee in the case of clause (2) hereof) to deliver to Lender either (1) a PIP Guaranty relating to any New PIP contemplated by the Replacement Franchise Agreement or the Replacement Management Agreement with a Brand Manager or (2) Cash cash to be deposited into the PIP Reserve Account in an amount equal to the PIP Required Deposit contemplated by the Replacement Franchise Agreement or the Replacement Management Agreement with a Brand Manager, which Cash cash shall be held and distributed in accordance with the terms of Section 9.9 of the Mortgage Loan Agreement hereof and (ii) Borrower fails to deliver evidence reasonably acceptable to Lender that a Replacement Franchise Agreement or a Replacement Management Agreement with a Brand Manager is in full force and effect at the applicable Individual Property.