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 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 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 [FOR MARRIOTT BRANDS:] During the Term of this Agreement, subject to the Properties availability of adequate funds, Manager shall at perform all times be operated in accordance with the terms and conditions of the Franchise Agreements. Borrower shall, or shall 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 obligations of Owner as “Franchisee” 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 Agreement to the extent such modification obligations relate to the management or amendment could reasonably be expected to have a Material Adverse Effectoperation of the Hotel, including, without limitation, the obligations of “Franchisee” under Sections XIII (Accounts and Receipts) and XIV (Insurance) of the Franchise Agreement, and (viii) except as provided in clause (b) below Manager shall not terminate, cancel, commit any act or replace omit to take any action that would cause a default by the Franchise Agreements, nor replace the Franchisor, nor waive or release any of its rights and remedies Franchisee 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 matterAgreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Lender fails Manager receives from the Franchisor with respect to grant the Hotel or withhold its approval the Franchise Agreement and consent shall keep Owner fully informed with respect to such matter within such ten (10) Business Day period (andall matters that come to Manager’s attention under the Franchise Agreement. Likewise, in Owner shall send promptly to Manager any and all notices that Owner receives from the case Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part 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 grantedManager. 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 Manager shall not have the right, and the right to permit Franchisorgrant any consent, without approval or other right reserved to 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 Franchisee under 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 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 to make any decision or agreement on behalf of Owner under the Replacement Management Franchise Agreement. In the event the Franchise Agreement with a Brand Manager or (2) Cash to be deposited into is terminated for any reason, this Agreement shall also terminate effective as of the PIP Reserve Account in an amount equal date of termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the PIP Required Deposit contemplated availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Replacement Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Replacement Management Franchise Agreement. In the event the Franchise Agreement with a Brand Manageris terminated for any reason, which Cash this Agreement shall be held and distributed in accordance with the terms of Section 9.9 also terminate effective as of the Mortgage Loan Agreement and (ii) Borrower fails to deliver evidence reasonably acceptable to Lender that a Replacement date of termination of the Franchise Agreement or a Replacement Management Agreement with a Brand Manager is in full force and effect at Agreement, unless the applicable Individual Propertyparties hereto agree otherwise.

Franchise Agreement. (a) Except as provided in During the Term of this Agreement, subject to the Properties availability of adequate funds, Manager shall at perform all times be operated in accordance with the terms and conditions of the Franchise Agreements. Borrower shall, or shall 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 obligations of Owner as “Franchisee” 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 Agreement to the extent such modification obligations relate to the management or amendment could reasonably be expected to have a Material Adverse Effectoperation of the Hotel, including, without limitation, the obligations of “Franchisee” under Sections XIII (Accounts and Receipts) and XIV (Insurance) of the Franchise Agreement, and (viii) except as provided in clause (b) below Manager shall not terminate, cancel, commit any act or replace omit to take any action that would cause a default by the Franchise Agreements, nor replace the Franchisor, nor waive or release any of its rights and remedies Franchisee 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 matterAgreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Lender fails Manager receives from the Franchisor with respect to grant the Hotel or withhold its approval the Franchise Agreement and consent shall keep Owner fully informed with respect to such matter within such ten (10) Business Day period (andall matters that come to Manager’s attention under the Franchise Agreement. Likewise, in Owner shall send promptly to Manager any and all notices that Owner receives from the case Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part 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 grantedManager. 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 Manager shall not have the right, and the right to permit Franchisorgrant any consent, without approval or other right reserved to 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 Franchisee under 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 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 to make any decision or agreement on behalf of Owner under the Replacement Management Franchise Agreement. In the event the Franchise Agreement with a Brand Manager or (2) Cash to be deposited into is terminated for any reason, this Agreement shall also terminate effective as of the PIP Reserve Account in an amount equal date of termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the PIP Required Deposit contemplated availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Replacement Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Replacement Management Franchise Agreement. In the event the Franchise Agreement with a Brand Manageris terminated for any reason, which Cash this Agreement shall be held and distributed in accordance with the terms of Section 9.9 also terminate effective as of the Mortgage Loan Agreement and (ii) Borrower fails to deliver evidence reasonably acceptable to Lender that a Replacement date of termination of the Franchise Agreement or a Replacement Management Agreement with a Brand Manager is in full force and effect at Agreement, unless the applicable Individual Propertyparties hereto agree otherwise.

Franchise Agreement. (a) Except as provided in During the Term of this Agreement, the Properties Manager shall at perform all times be operated in accordance with the terms and conditions of the Franchise Agreements. Borrower shall, or shall 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 obligations of Owner as “Franchisee” 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 Agreement to the extent such modification obligations relate to the management or amendment could reasonably be expected to have a Material Adverse Effectoperation of the Hotel, including, without limitation, the obligations of “Franchisee” under Paragraphs ____ ____ _____ _____ of the Franchise Agreement, and (viii) except as provided in clause (b) below Manager shall not terminate, cancel, commit any act or replace omit to take any action that would cause a default by the Franchise Agreements, nor replace the Franchisor, nor waive or release any of its rights and remedies Franchisee 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 matterAgreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager and Owner shall each send promptly to the other any and all material notices that Lender fails it receives from the Franchisor with respect to grant the Hotel or withhold its approval the Franchise Agreement, and consent Manager shall keep Owner fully informed with respect to such matter within such ten (10) Business Day period (and, in all matters that come to Manager’s attention under the case of a withholding of consent, stating Franchise Agreement that could be material to Owner and/or 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 grantedbusiness operated at the Hotel. 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 Manager shall not have the right to grant any consent, approval or other right reserved to the Franchisee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated as a result of any Event of Default is continuingor any other act, Mortgage Borrower and/or Operating Lessee omission or default by Manager or its Affiliates, this Agreement shall have also terminate effective as of the right, and date of termination of the right to permit Franchisor, without Franchise Agreement; if the prior written approval of Lender (but upon prior written notice to Lender), to terminate a Franchise Agreement at an Individual Property; providedis terminated for any other reason, however, it the Agreement shall be an Event of Default hereunder in the event that within sixty (60) days of the termination of such Franchise Agreement (i) Borrower not terminate but shall have failed (or shall have failed 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 remain in full force and effect at effect, unless the applicable Individual Propertyparties hereto agree otherwise.

Franchise Agreement. (a) Except as provided in this Agreement, The Improvements on the Properties shall at all times be operated in accordance with under the terms and conditions of the Franchise Agreements. Borrower shall, or shall cause Mortgage Borrower or Operating Lessee Tenant to cause Manager to, (i) pay all sums required to be paid by Mortgage Borrower, Operating Lessee and/or Manager Borrower under the Franchise AgreementsAgreement, (ii) diligently perform, observe and enforce all of the material terms, covenants and conditions of the Franchise AgreementsAgreement on the part of Borrower or Operating Tenant to be performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower and Operating Tenant under the Franchise Agreement, (iii) promptly notify Lender of the giving of any notice to Borrower or Operating Tenant of any default by Borrower or Operating Tenant in the performance or observance of any of the terms, covenants or conditions of the Franchise Agreement on the part of Borrower or Operating Tenant to be performed and observed and deliver to Lender a true copy of any written notice to Mortgage Borrower or Operating Lessee of any default by Mortgage Borrowereach such notice, 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-performancematerial notice, report and estimate (a) received by Mortgage Borrower or Operating Lessee it under the Franchise Agreements and (b) required to be delivered by Mortgage BorrowerAgreement. Neither Borrower nor Operating Tenant shall, Operating Lessee and/or Manager to Franchisor under without the prior consent of Lender, surrender the Franchise AgreementsAgreement or terminate or cancel the Franchise Agreement or modify, (vi) complete all work required under any PIP on or prior to the Outside Datechange, (vii) not modify supplement, alter or amend the Franchise Agreements to the extent such modification or amendment could reasonably be expected to have a Material Adverse EffectAgreement, 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, either orally or in writing, and Borrower hereby assigns to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower and Operating Tenant to surrender the Franchise Agreement or to terminate, cancel, modify, change, supplement, alter or amend the Franchise Agreement in any material respect, and any such surrender of the Franchise Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of the Franchise Agreement without the prior consent of Lender shall be void and of no force and effect. Notwithstanding the foregoing, Borrower or Operating Tenant may terminate a Franchise Agreement provided that Borrower simultaneously enters into a Replacement Franchise Agreement with a Qualified Franchisor. If Borrower or Operating Tenant shall default in the performance or observance of any material term, covenant or condition of the Franchise Agreement on the part of Borrower or Operating Tenant to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Franchise Agreement on the part of Borrower or Operating Tenant to be performed or observed to be promptly performed or observed on behalf of Borrower or Operating Tenant, to the end that the rights of Borrower and Operating Tenant in, to and under the Franchise Agreement shall be kept unimpaired and free from default. Lender and any Person designated by Lender shall have, and are hereby granted, the right to enter upon the Properties at any time and from time to time for the purpose of taking any such action. If Franchisor shall deliver to Lender a copy of any notice sent to Borrower or Operating Tenant of default under the Franchise Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall, or shall cause Operating Tenant, from time to time, to use its commercially reasonable efforts to obtain from Franchisor such certificates of estoppel with respect to compliance by Borrower and Operating Tenant with the terms of the Franchise Agreement as may be requested by Lender. Borrower and Operating Tenant shall exercise each individual option, if any, to extend or renew the term of the Franchise Agreement upon demand by Lender made at any time prior to or within the period in which any such option may be exercised, and Borrower hereby expressly authorizes and appoints Lender as its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower or Operating Tenant, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest, provided, however that Borrower shall not be required to comply with such request of Lender so long as Borrower is entering into a Replacement Franchise Agreement, the term of which shall begin upon the expiration of the Franchise Agreement currently in effect at the time of Lender’s prior written consentrequest. Each request by Borrower for approval and consent Any sums expended by Lender pursuant to this Section 5.25 paragraph shall be in writing and contain a legend in capitalized bold letters on bear interest at the top Default Rate from the date such cost is incurred to the date 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 payment 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 (andLender, 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 constitute a portion of the Debt, 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 secured by Lender. (b) Notwithstanding the foregoing, provided no Event lien of Default is continuing, Mortgage Borrower and/or Operating Lessee shall have the right, Security Instruments 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 other Loan Documents and 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 Mortgage Borrower or Operating Lessee in the case of clause (2) hereof) to deliver to immediately due and payable upon demand by 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 Propertytherefor.

Franchise Agreement. (a) Except as provided in this Agreement, The Improvements on the Properties Property shall at all times be operated in accordance with under the terms and conditions of the Franchise AgreementsAgreement. Borrower shall, or shall cause Mortgage Borrower or Operating Lessee Tenant to cause Manager to, (i) pay all sums required to be paid by Mortgage Borrower, Operating Lessee and/or Manager Borrower under the Franchise AgreementsAgreement, (ii) diligently perform, observe and enforce all of the material terms, covenants and conditions of the Franchise AgreementsAgreement on the part of Borrower or Operating Tenant to be performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower and Operating Tenant under the Franchise Agreement, (iii) promptly notify Lender of the giving of any notice to Borrower or Operating Tenant of any default by Borrower or Operating Tenant in the performance or observance of any of the terms, covenants or conditions of the Franchise Agreement on the part of Borrower or Operating Tenant to be performed and observed and deliver to Lender a true copy of any written notice to Mortgage Borrower or Operating Lessee of any default by Mortgage Borrowereach such notice, 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-performancematerial notice, report and estimate (a) received by Mortgage Borrower or Operating Lessee it under the Franchise Agreements and (b) required to be delivered by Mortgage BorrowerAgreement. Neither Borrower nor Operating Tenant shall, Operating Lessee and/or Manager to Franchisor under without the prior consent of Lender, surrender the Franchise AgreementsAgreement or terminate or cancel the Franchise Agreement or modify, (vi) complete all work required under any PIP on or prior to the Outside Datechange, (vii) not modify supplement, alter or amend the Franchise Agreements to the extent such modification or amendment could reasonably be expected to have a Material Adverse EffectAgreement, 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, either orally or in writing, and Borrower hereby assigns to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower and Operating Tenant to surrender the Franchise Agreement or to terminate, cancel, modify, change, supplement, alter or amend the Franchise Agreement in any material respect, and any such surrender of the Franchise Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of the Franchise Agreement without the prior consent of Lender shall be void and of no force and effect. Notwithstanding the foregoing, Borrower or Operating Tenant may terminate the Franchise Agreement provided that Borrower simultaneously enters into a Replacement Franchise Agreement with a Qualified Franchisor. If Borrower or Operating Tenant shall default in the performance or observance of any material term, covenant or condition of the Franchise Agreement on the part of Borrower or Operating Tenant to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Franchise Agreement on the part of Borrower or Operating Tenant to be performed or observed to be promptly performed or observed on behalf of Borrower or Operating Tenant, to the end that the rights of Borrower and Operating Tenant in, to and under the Franchise Agreement shall be kept unimpaired and free from default. Lender and any Person designated by Lender shall have, and are hereby granted, the right to enter upon the Property at any time and from time to time for the purpose of taking any such action. If Franchisor shall deliver to Lender a copy of any notice sent to Borrower or Operating Tenant of default under the Franchise Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall, or shall cause Operating Tenant, from time to time, to use its commercially reasonable efforts to obtain from Franchisor such certificates of estoppel with respect to compliance by Borrower and Operating Tenant with the terms of the Franchise Agreement as may be requested by Lender. Borrower and Operating Tenant shall exercise each individual option, if any, to extend or renew the term of the Franchise Agreement upon demand by Lender made at any time prior to or within the period in which any such option may be exercised, and Borrower hereby expressly authorizes and appoints Lender as its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower or Operating Tenant, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest, provided, however that Borrower shall not be required to comply with such request of Lender so long as Borrower is entering into a Replacement Franchise Agreement, the term of which shall begin upon the expiration of the Franchise Agreement currently in effect at the time of Lender’s prior written consentrequest. Each request by Borrower for approval and consent Any sums expended by Lender pursuant to this Section 5.25 paragraph shall be in writing and contain a legend in capitalized bold letters on bear interest at the top Default Rate from the date such cost is incurred to the date 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 payment 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 (andLender, 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 constitute a portion of the Debt, 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 secured by Lender. (b) Notwithstanding the foregoing, provided no Event lien of Default is continuing, Mortgage Borrower and/or Operating Lessee shall have the right, Security Instrument 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 other Loan Documents and 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 Mortgage Borrower or Operating Lessee in the case of clause (2) hereof) to deliver to immediately due and payable upon demand by 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 Propertytherefor.

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 Mortgage Borrower or new franchise agreement and its anticipated effect on Gross Revenues (as defined in the Operating Lessee Lease). (d) Notwithstanding anything 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 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 Neither Borrower nor Operating Tenant shall enter into any Franchise Agreement without the prior written consent of Lender, which consent may be conditioned upon (i) the receipt by Lender of a comfort letter from the franchisor in this Agreementform and substance reasonably acceptable to Lender and (ii) after the occurrence of Secondary Market Transaction, the Properties delivery by Borrower of a Rating Comfort Letter. (b) If Lender consents to any such Franchise Agreement and Borrower or Operating Tenant enters into any such Franchise Agreement: (i) Borrower shall at all times be operated in accordance with the terms and conditions of the Franchise Agreements. Borrower shall, (or shall cause Mortgage Borrower or Operating Lessee Tenant to) (A) cause the hotel located on the Property to cause Manager to, be operated pursuant to the Franchise Agreement; (iB) pay promptly perform and observe in all sums material respects all of the covenants required to be paid performed and observed by Mortgage Borrower, Operating Lessee and/or Manager it under the Franchise Agreements, Agreement and do all things reasonably 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, (iiiC) 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, (vD) promptly deliver to Lender a copy of each material 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 (bE) promptly enforce in a commercially reasonable manner the performance and observance of all of the material covenants required to be delivered performed and observed by Mortgage Borrower, Operating Lessee and/or Manager to Franchisor the franchisor under the Franchise AgreementsAgreement. (ii) Neither Borrower nor Operating Tenant shall without the consent of Lender (A) surrender, terminate or cancel the Franchise Agreement; (viB) complete all work required reduce or consent to the reduction of the term of the Franchise Agreement; (C) increase or consent to the increase of the aggregate amount of any fees under any PIP on Franchise Agreement; (D) otherwise modify, change, supplement, alter 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, cancelamend, or replace the Franchise Agreements, nor replace the Franchisor, nor waive or release any of its rights and remedies under the Franchise Agreements in under, 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 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 (E) suffer or permit the Replacement Management Agreement with occurrence of continuance 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 default beyond any applicable cure period under any 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 PropertyAgreement.

Franchise Agreement. (a) Except as Forthwith after the Purchaser has provided in this AgreementNotice to the Vendor of the waiver or satisfaction of the Due Diligence Condition, the Properties Purchaser, entirely at its own cost and expense, shall at notify the Franchisor of the Transaction, complete the application for a new franchise license agreement, pay the application fee and any PIP fee required by the Franchisor and request the approval of the Franchisor to the sale of the Hotel Assets, a full and absolute release of the Vendor from its obligations under the Franchise Agreement and fulfill all times be operated reasonable requests of the Franchisor in connection with the foregoing, all in accordance with the terms and conditions Article 9 of the Franchise Agreements. Borrower shall, or shall 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 LenderAgreement. (b) Notwithstanding The Purchaser shall use all commercially reasonable efforts to obtain the foregoingapproval of the Franchisor to the sale of the Hotel Assets and the Transaction and those other matters referred to in Section 4.6(a). The Purchaser shall fulfill, at its own cost and expense, all of the obligations of the Vendor under the Franchise Agreement in connection with the application for such approvals, save and except for the monthly franchise fee and all other sums due and payable by the Vendor to the Franchisor under the Franchise Agreement in respect of the period up to but not including the Closing Date, provided no Event that the Purchaser shall be responsible for any Approvals Costs, any amount payable in respect of Default is continuing, Mortgage Borrower and/or Operating Lessee any matter contemplated in any quality assurance report(s) (whether such reports are delivered to the Vendor before or after the Effective Date) and any amount payable in respect of any matter contemplated in any property improvement plan(s) between the Vendor and the Franchisor). The Vendor shall have no responsibility to obtain any approvals required under the rightFranchise Agreement in connection with the Transaction. (c) The Vendor agrees to co-operate with the Purchaser, as the Purchaser may require, in connection with the Purchaser’s efforts to obtain the approvals it is required to obtain pursuant to the provisions of this Agreement with respect to the Franchise Agreement in connection with the Transaction (including completing any forms and providing information required by the Franchisor in connection with the Purchaser’s application and the right execution and delivery by the Vendor to permit Franchisor, without the prior written approval Franchisor at Closing of Lender the general release of the Franchisor and its Affiliates (but upon prior written notice as defined in the Franchise Agreement) referred to Lenderin section 9.4(h) of the Franchise Agreement), to terminate a Franchise Agreement at an Individual Property; provided, however, it shall be an Event provided that the Purchaser reimburses the Vendor for any reasonable out of Default hereunder pocket third party costs incurred by the Vendor in the event that within sixty (60) days of the termination of providing such Franchise Agreementco operation. (id) Borrower The provisions of this Section 4.6 shall have failed (or shall have failed to cause Mortgage Borrower or Operating Lessee in survive 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 Improvements on the Properties shall at all times be operated in accordance with under the terms and conditions of the Franchise Agreements, if applicable or a replacement franchise agreement approved by Lender (unless such franchise agreement is substantially in the same form and substance as the Franchise Agreements) with a Franchisor approved by Lender. Borrower shall, shall (or shall 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 AgreementsAgreement, (ii) diligently perform, observe and enforce all of the terms, covenants and conditions of the Franchise AgreementsAgreement on the part of Operating Lessee to be performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower and/or Operating Lessee under the Franchise Agreement, (iii) promptly deliver to notify Lender a copy of the giving of any written notice to Mortgage Borrower or Operating Lessee of any default by Mortgage Borrower, Operating Lessee and/or Manager under in the performance or observance of any of the terms, covenants or conditions of the Franchise Agreements Agreement on the part of Operating Lessee to be performed and notify Lender of any material default under the Franchise Agreements of which it is aware, (iv) promptly observed and deliver to Lender a true copy of any written notice to Franchisor of any default by Franchisor under the Franchise Agreementseach such notice, and (viv) promptly deliver to Lender a copy of each financial statement, business plan, Quality Assurance Report, capital expenditure plan, notice of non-performancenotice, report and estimate (a) received by Mortgage Borrower or Operating Lessee it under the Franchise Agreements Agreement. Borrower shall not (and (b) required to be delivered by Mortgage Borrower, shall cause Operating Lessee and/or Manager to Franchisor under not), without the prior consent of Lender, surrender the Franchise AgreementsAgreement or terminate or cancel the Franchise Agreement or modify, (vi) complete all work required under any PIP on or prior to the Outside Datechange, (vii) not modify supplement, alter or amend the Franchise Agreements to the extent such modification or amendment could reasonably be expected to have a Material Adverse EffectAgreement, 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, either orally or in writing, and Borrower hereby assigns (and Borrower shall cause Operating Lessee to assign) to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower and Operating Lessee to surrender the Franchise Agreement or to terminate, cancel, modify, change, supplement, alter or amend the Franchise Agreement in any material respect, and any such surrender of the Franchise Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of the Franchise Agreement in any material respect without the prior consent of Lender shall be void and of no force and effect. If Operating Lessee shall default in the performance or observance of any material term, covenant or condition of the Franchise Agreement on the part of Operating Lessee to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Franchise Agreement on the part of Operating Lessee to be performed or observed to be promptly performed or observed on behalf of Operating Lessee, to the end that the rights of Operating Lessee in, to and under the Franchise Agreement shall be kept unimpaired and free from default. Lender and any Person designated by Lender by written notice to Borrower shall have, and are hereby granted, the right to enter upon the Properties at any time and from time to time for the purpose of taking any such action. If Franchisor shall deliver to Lender a copy of any notice sent to Borrower and/or Operating Lessee of default under the Franchise Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall, from time to time, use its best efforts to obtain from Franchisor such certificates of estoppel with respect to compliance by Operating Lessee with the terms of the Franchise Agreement as may be requested by Lender’s prior written consent. Each request by Borrower for approval and/or Operating Lessee shall exercise each individual option, if any, to extend or renew the term of the Franchise Agreement to the extent required to continue it in full force and consent effect until after the Maturity Date, and Borrower hereby expressly authorizes and appoints (and Borrower shall cause Operating Lessee to authorize and appoint) Lender as its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower and/or Operating Lessee, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. Any sums expended by Lender pursuant to this Section 5.25 paragraph shall be in writing and contain a legend in capitalized bold letters on bear interest at the top Default Rate from the date such cost is incurred to the date 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 payment 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 (andLender, 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 constitute a portion of the Debt, 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 secured by Lender. (b) Notwithstanding the foregoing, provided no Event lien of Default is continuing, Mortgage Borrower and/or Operating Lessee shall have the right, Security Instruments 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 other Loan Documents and 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 Mortgage Borrower or Operating Lessee in the case of clause (2) hereof) to deliver to immediately due and payable upon demand by 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 Propertytherefor.

Franchise Agreement. (a) Except as provided in During the Term of this Agreement, subject to the Properties availability of adequate funds and unless prevented or not authorized by Owner, Manager shall at perform all times be operated in accordance with the terms and conditions of the Franchise Agreements. Borrower shall, or shall 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 obligations of Owner as “Franchisee” 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 Agreement to the extent such modification obligations relate to the management or amendment could reasonably operation of the Hotel (except that no capital requirements shall be expected to have a Material Adverse Effectconsidered an obligation of Manager), including, without limitation, the obligations of “Franchisee” under Sections XIII (Accounts and Receipts) and XIV (Insurance) of the Franchise Agreement, and (viii) except as provided in clause (b) below Manager shall not terminate, cancel, commit any act or replace omit to take any action that would cause a default by the Franchise Agreements, nor replace the Franchisor, nor waive or release any of its rights and remedies Franchisee 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 matterAgreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Lender fails Manager receives from the Franchisor with respect to grant the Hotel or withhold its approval the Franchise Agreement and consent shall keep Owner fully informed with respect to such matter within such ten (10) Business Day period (and, in all matters that come to Manager’s attention under 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 grantedFranchise Agreement. 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 Manager shall not have the right, and the right to permit Franchisorgrant any consent, without approval or other right reserved to 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 Franchisee under 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 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 to make any decision or agreement on behalf of Owner under the Replacement Management Agreement with a Brand Manager or (2) Cash to be deposited into Franchise Agreement. In the PIP Reserve Account in an amount equal to event the PIP Required Deposit contemplated by the Replacement Franchise Agreement or the Replacement Management is terminated for any reason, this Agreement with a Brand Manager, which Cash shall be held and distributed in accordance with the terms of Section 9.9 also terminate effective as of the Mortgage Loan Agreement and (ii) Borrower fails to deliver evidence reasonably acceptable to Lender that a Replacement date of termination of the Franchise Agreement or a Replacement Management Agreement with a Brand Manager is in full force and effect at Agreement, unless the applicable Individual Propertyparties hereto agree otherwise.

Franchise Agreement. (a) Except as provided in The parties acknowledge that the transfer of the franchise rights granted under the Franchise Agreement to the Buyer is subject to the prior written consent of the Franchisor under the Franchise Agreement. Immediately following the date of this Agreement, the Properties Buyer shall at proceed promptly, diligently, and in good faith to effect the execution of a new franchise agreement with Franchisor on such Franchisor’s then current UFOC form (each, a “New Franchise Agreement”), as determined by Franchisor but subject to the further terms of this Section 4.5; provided that notwithstanding anything to the contrary contained herein, Buyer shall have the right to request from Franchisor such changes, additions and/or modifications to the New Franchise Agreement as Buyer may elect, but Franchisor’s failure to or refusal to agree to any such changes, additions and/or modifications shall not relieve Buyer of its obligations to consummate the transactions as required under this Agreement. Accordingly, the Buyer shall promptly (but in no event later than 5 days from the date hereof) submit to Franchisor a complete application to become a franchisee of the Franchisor’s franchise system accompanied by payment of the then-prevailing application fee and shall promptly provide Seller with a copy of same when made. As part of the application process, the Buyer shall promptly provide any and all times be operated in accordance customary information and documentation that the Franchisor requires (including, without limitation, financial statements, organizational documents, background information regarding the owners of the Buyer and other documentation supporting its application), and, upon Seller’s request, shall provide Seller with evidence of such submission. Without limiting the terms foregoing, the Buyer shall use diligent and conditions commercially reasonable efforts to obtain the consent of the Franchisor to the transfer of the franchise rights (and if applicable the transfer of the Franchise AgreementsAgreement) or a New Franchise Agreement, which shall include, among other things, promptly responding to requests from the Franchisor and otherwise promptly complying with all customary obligations of a transferee under the Franchise Agreement. Borrower shallBuyer shall keep Seller informed of the status of Buyer’s efforts to obtain the consent of the Franchisor hereunder. The Seller agrees to reasonably cooperate, or at no cost to Seller other than de minimis amounts, with the Buyer and Franchisor in such process. As to any property improvement plan in the New Franchise Agreement, the Buyer shall cause Mortgage Borrower or Operating Lessee agree with Franchisor to cause Manager toaccept and be bound only by any property improvement plan substantially the same as the property improvement plan heretofore delivered to Buyer with respect to the applicable Hotel and required by Franchisor in connection with obtaining such consent, and to complete such property improvement plan within the time periods set forth in such property improvement plan. In connection with the transfer of the franchise rights, (i) the Buyer shall promptly execute any and all customary documentation required by Franchisor, and (ii) the Buyer shall promptly pay any and all sums required to be paid by Mortgage Borrowerfees and charges associated therewith (including, Operating Lessee and/or Manager without limitation, any transfer fee mandated under the Franchise Agreements, (ii) diligently perform, observe and enforce all of the terms, covenants and conditions of the Agreement or New 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 detailAgreement), 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 Either party shall have the right, and the right to permit Franchisor, without adjourn the prior written approval Closing Date from time to time for a period not to exceed 60 days in the aggregate for the purpose of Lender (but upon prior written notice to Lender), to terminate a obtaining the consent of the Franchisor under the Franchise Agreement at an Individual Property; provided, however, it shall be an Event of Default hereunder in to the event that within sixty (60) days transfer of the termination of such Franchise Agreement (i) Borrower shall have failed (or shall have failed to cause Mortgage Borrower or Operating Lessee in franchise rights granted under 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 Buyer and/or the Replacement Franchise Agreement or the Replacement Management Agreement with a Brand Manager, which Cash shall be held execution and distributed in accordance with the terms of Section 9.9 delivery of the Mortgage Loan Agreement and (ii) Borrower fails to deliver evidence reasonably acceptable to Lender that a Replacement New Franchise Agreement or a Replacement Management Agreement with a Brand Manager is in full force and effect at the applicable Individual PropertyAgreements.

Franchise Agreement. (a) Except On or before the Commencement Date, Tenant shall deliver to Landlord a copy of the Franchise Agreement and Tenant shall be the holder and owner of the Franchise to permit the Hotel to be operated as provided in this a “Hilton Garden Inn”. (b) Landlord acknowledges and agrees that Franchisor, as a condition to its execution of the Franchise Agreement, has required that the Properties Hotel undergo certain modifications or renovations (the “Required Improvements”). Landlord shall cause such Required Improvements to be completed at all times be operated Landlord’s expense and in accordance with the terms set forth by the Franchisor. Landlord acknowledges that Tenant would be unwilling to enter into this Lease without Landlord’s commitment to complete the Required Improvements and, as such, Landlord will receive material benefit from completing the Required Improvements. (c) Landlord shall indemnify, defend (with legal counsel reasonably approved by Tenant), and conditions hold Tenant harmless from all causes of action, claims, debts, liabilities, controversies, damages, costs, losses, and expenses (including reasonable attorneys’ fees) suffered or incurred by Tenant, including lost profits, by reason of Landlord’s failure to complete the Required Improvements as required by Franchisor, except to the extent that such damage or loss is attributable to the gross negligence, willful misconduct or fraud of Tenant. (d) Except as set forth in Section 4.13(b), Tenant shall be responsible for the performance of all obligations imposed on the franchisee under the Franchise Agreement. Neither Landlord nor Tenant shall take any actions that violate the terms of the Franchise AgreementsAgreement. Borrower shall, or shall 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 To the Franchise Agreements, (ii) diligently perform, observe and enforce all extent any of the terms, covenants and conditions provisions of the Franchise AgreementsAgreement impose a greater obligation on Tenant than the corresponding provisions of this Lease, (iii) promptly deliver then Tenant shall be obligated to Lender a copy comply with, and to take all reasonable actions necessary to prevent breaches or defaults under, the provisions 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 Agreement. It is the intent of the parties hereto that Tenant shall comply in every material respect with the provisions of the Franchise Agreement to avoid any material default under the Franchise Agreements Agreement during the term of which this Lease. In the event that it is awarebecomes necessary to obtain an extension to the Franchise Agreement or a new franchise for the Leased Property, Landlord shall cooperate with Tenant to the extent necessary in connection therewith. (ive) promptly deliver to Lender a copy Tenant shall indemnify, defend (with legal counsel reasonably approved by Landlord), and hold Landlord harmless from all causes of action, claims, debts, liabilities, controversies, damages, costs, losses, and expenses (including reasonable attorneys’ fees) suffered or incurred by Landlord, including lost profits, by reason of Tenant’s failure (or the failure of any written notice Person occupying all or any portion of the Leased Property under or through Tenant) to Franchisor comply with the terms of any default the Franchise Agreement, except to the extent that such damage or loss is attributable to the gross negligence, willful misconduct or fraud of Landlord. (f) Tenant hereby covenants and agrees to promptly enforce the performance and observance of all of the material covenants and agreements required to be performed and/or observed 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 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 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 Agreement against 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 LenderFranchisor. (bg) Notwithstanding Tenant hereby covenants and agrees not to do any of 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, following without the prior written approval consent of Lender Landlord and the holder of any Mortgage: (but upon prior written notice i) surrender, terminate or cancel the Franchise Agreement, (ii) reduce or consent to Lender)the reduction of the term of the Franchise Agreement, (iii) increase or consent to terminate a the increase of the amount of any charges under the Franchise Agreement, or (iv) otherwise modify, change, supplement, alter or amend in any material adverse respect any of the provisions of the Franchise Agreement at an Individual Property; providedor any of Tenant’s rights and remedies under the Franchise Agreement. (h) Tenant shall deliver to Landlord, however, it shall be an Event of Default hereunder in the event that within sixty three (603) days after receipt of same by Tenant, copies of all written notices sent to Tenant by Franchisor relating to the termination of such Franchise Agreement. (i) Borrower shall have failed (or shall have failed to cause Mortgage Borrower or Operating Lessee in If the case terms 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 this Lease conflict with the terms of Section 9.9 the Franchise Agreement, the terms 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 Propertyshall control.

Franchise Agreement. (a) Except as provided in During the Term of this Agreement, the Properties Hotel shall at all times be managed and operated in accordance strict compliance with the terms and conditions of the Franchise Agreements. Borrower shall, or shall cause Mortgage Borrower or Operating Lessee Agreement (including but not limited 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 terms and enforce all conditions regarding confidentiality and operation of the termsHotel), and Management Company, to the extent sufficient Working Capital exists, shall at all times comply with such Agreement and advise and assist Owner in the performance and discharge of its covenants and conditions of obligations thereunder. Owner shall comply with any capital expenditure, product improvement plan, operating standard changes or other requirements imposed from time to time by 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 AgreementsAgreement, (v) promptly deliver to Lender a copy the cost 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 which shall be paid 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 accordance with such request all materials reasonably necessary in order for Lender to evaluate such matterthis Agreement. In the event of any conflicts between any provisions of this Agreement and the Franchise Agreement, the provisions of the Franchise Agreement shall control. Owner acknowledges 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 Franchisor shall have the rightright to communicate directly with Management Company regarding day-to-day operation of the Hotel. Owner shall not enter into any amendment, restatement or renewal of the Franchise Agreement which would in any event have an adverse impact on the amount of fees to be paid to Management Company under this Agreement without Management Company's prior written approval, which approval may be withheld in Management Company's sole discretion. [insert additional provisions that applicable Franchise Agreement may require to be included] ARTICLE XI POSSESSION AND USE OF HOTEL 11.01 Use A. [Intentionally Deleted] B. Management Company shall manage and operate the Hotel in accordance with this Agreement and the Franchise Agreement and shall in addition comply with and abide by all applicable laws, ordinances, and regulations. C. Provided that Owner shall first have employed a replacement manager for the right Hotel satisfactory to permit and approved by the "Franchisor" under the Franchise Agreement, without Management Company shall have the prior written approval of Lender (but upon prior written notice to Lender), option to terminate a Franchise this Agreement at an Individual Property; provided, however, it shall be an Event of Default hereunder in the event that within any time upon sixty (60) days days' written notice to Owner in the event of a withdrawal or revocation, by any lawful governing body having jurisdiction thereof, of any material license or permit required for Management Company's performance hereunder, if such withdrawal or revocation is due to circumstances beyond Management Company's control or not otherwise caused by the gross negligence or willful misconduct of Management Company, such termination to be effective as of the termination of date such Franchise Agreement (i) Borrower shall have failed (or shall have failed 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 replacement manager has commenced management of the Mortgage Loan Agreement and (ii) Borrower fails Hotel pursuant to deliver evidence reasonably acceptable to Lender that a Replacement Franchise Agreement or a Replacement Management Agreement its agreement with a Brand Manager is in full force and effect at the applicable Individual PropertyOwner.

Franchise Agreement. Borrower hereby assigns (aand Borrower shall cause Operating Lessee to assign) Except to Lender as provided in further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the Properties shall at all times be operated rights, privileges and prerogatives of Borrower and Operating Lessee to surrender the Franchise Agreement or to terminate, cancel, modify, change, supplement, alter or amend the Franchise Agreement in accordance with the terms any material respect, and conditions any such surrender of the Franchise AgreementsAgreement or termination, cancellation, modification, change, supplement, alteration or amendment of the Franchise Agreement in any material respect without the prior consent of Lender shall be void and of no force and effect. Borrower shallIf Operating Lessee shall default in the performance or observance of any material term, covenant or shall cause Mortgage Borrower or condition of the Franchise Agreement on the part of Operating Lessee to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate 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 AgreementsAgreement on the part of Operating Lessee to be performed or observed to be promptly performed or observed on behalf of Operating Lessee, (iii) promptly to the end that the rights of Operating Lessee in, to and under the Franchise Agreement shall be kept unimpaired and free from default. Lender and any Person designated by Lender by written notice to Borrower shall have, and are hereby granted, the right to enter upon the Property at any time and from time to time for the purpose of taking any such action. If Franchisor shall deliver to Lender a copy of any written notice sent to Mortgage Borrower or and/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 awareAgreement, (iv) promptly deliver such notice shall constitute full protection to Lender a copy for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall, from time to time, use its best efforts to obtain from Franchisor such certificates of any written notice estoppel with respect to Franchisor compliance by Operating Lessee with the terms 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 Agreement as may be requested by Mortgage Lender. Borrower or and/or Operating Lessee under shall exercise each individual option, if any, to extend or renew the term of 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 Agreement to the extent such modification or amendment could reasonably be expected required to have a Material Adverse Effectcontinue it in full force and effect until after the Maturity Date, and Borrower hereby expressly authorizes and appoints (viiiand Borrower shall cause Operating Lessee to authorize and appoint) except Lender as provided its attorney-in-fact to exercise any such option in clause (b) below not terminatethe name of and upon behalf of Borrower and/or Operating Lessee, cancel, or replace the Franchise Agreements, nor replace the Franchisor, nor waive or release any which power of its rights attorney shall be irrevocable and remedies under the Franchise Agreements in any material respect, without Lender’s prior written consentshall be deemed to be coupled with an interest. Each request by Borrower for approval and consent Any sums expended by Lender pursuant to this Section 5.25 paragraph shall be in writing and contain a legend in capitalized bold letters on bear interest at the top Default Rate from the date such cost is incurred to the date 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 payment 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 (andLender, 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 constitute a portion of the Debt, 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 secured by Lender. (b) Notwithstanding the foregoing, provided no Event lien of Default is continuing, Mortgage Borrower and/or Operating Lessee shall have the right, Security Instrument 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 other Loan Documents and 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 Mortgage Borrower or Operating Lessee in the case of clause (2) hereof) to deliver to immediately due and payable upon demand by 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 Propertytherefor.

Franchise Agreement. (a) Except as provided in this The Improvements on the Property, to the extent subject to a Franchise Agreement, the Properties shall at all times be operated in accordance with under the terms and conditions of the applicable Franchise AgreementsAgreement. Borrower shall, or shall 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 Borrower under the each Franchise AgreementsAgreement, (ii) diligently perform, observe and enforce all of the terms, covenants and conditions of each Franchise Agreement on the Franchise Agreementspart of Borrower to be performed, (iii) promptly deliver observed and enforced to Lender a copy the end that all things shall be done which are reasonably necessary to keep materially unimpaired the rights 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 Agreement (including, without limitation, the completion 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 PIP Work required under any PIP on or prior to the Outside Date), (viiiii) not modify promptly notify Lender of the giving of any notice to Borrower of any default by Borrower in the performance or observance of any of the terms, covenants or conditions of any Franchise Agreement on the part of Borrower to be performed and observed and deliver to Lender a true copy of each such notice, and (iv) promptly deliver to Lender a copy of each capital expenditure plan, and material notice received by it under each Franchise Agreement. (b) Borrower shall not, without the prior consent of Lender, surrender any Franchise Agreement or terminate or cancel any Franchise Agreement or modify, change, supplement, alter or amend the Franchise Agreements to the extent such modification Agreement, in any respect, either orally or amendment could reasonably be expected to have a Material Adverse Effectin writing, and (viii) except Borrower hereby assigns to Lender as provided in clause (b) below not further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower to surrender each Franchise Agreement or to terminate, cancel, modify, change, supplement, alter or replace amend any Franchise Agreement in any respect, and any such surrender of any Franchise Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of such Franchise Agreement without the prior consent of Lender shall be void and of no force and effect. (c) If Borrower shall default, beyond all applicable notice and cure periods, in the performance or observance of any material term, covenant or condition of any Franchise AgreementsAgreement on the part of Borrower to be performed or observed, nor replace then, without limiting the Franchisorgenerality of the other provisions of this Agreement, nor waive and without waiving or release releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of such Franchise Agreement on the part of Borrower to be performed or observed to be promptly performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and remedies under such Franchise Agreement shall be kept materially unimpaired and free from default. Subject to the Franchise Agreements in rights of tenants and occupants pursuant to Hotel Transactions, Lender and any material respect, without Lender’s prior written consent. Each request by Borrower for approval and consent Person designated by Lender shall have, and are hereby granted, the right to enter upon the Property at any time and from time to time for the purpose of taking any such action. If the applicable Franchisor shall deliver to Lender a copy of any notice sent to Borrower of default under any Franchise Agreement, such notice shall constitute full protection to Lender for any reasonable action taken or omitted to be taken by Lender in good faith, in reliance thereon pursuant to this Section 5.25 5.1.21. (d) To the extent a Franchise Agreement is scheduled to expire during the term of the Loan, Borrower shall exercise each individual option, if any, to extend or renew the term of each applicable Franchise Agreement upon written demand by ▇▇▇▇▇▇ made at any time within one (1) year of the last day upon which any such option may be exercised, and, to the extent Borrower fails to do after such written demand, Borrower hereby expressly authorizes and appoints Lender as its attorney-in-fact to exercise any such option in the name of and upon behalf of ▇▇▇▇▇▇▇▇, which power of attorney shall be in writing and contain a legend in capitalized bold letters on irrevocable during the top term of the cover page stating: “LENDER’S RESPONSE IS REQUESTED WITHIN TEN Loan and shall be deemed to be coupled with an interest. (10e) BUSINESS DAYS. LENDER’S FAILURE TO RESPOND WITHIN SUCH TIME PERIOD SHALL RESULT IN LENDER’S CONSENT BEING DEEMED TO HAVE BEEN GRANTED” Any sums expended by Lender from its own funds in accordance with and Borrower pursuant to this Section 5.1.21 shall include bear interest at the following documentation with such request all materials reasonably necessary in order for Lender to evaluate such matter. In Default Rate from the event date that Lender fails to grant or withhold its approval and consent to such matter within such is ten (10) Business Day period (andDays following ▇▇▇▇▇▇▇▇’s receipt of written notice that such cost is incurred to the date of payment to Lender, 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 constitute a portion of the Debt, 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 secured by Lender. (b) Notwithstanding the foregoing, provided no Event lien of Default is continuing, Mortgage Borrower and/or Operating Lessee shall have the right, Security Instrument 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 other Loan Documents and shall be an Event of Default hereunder in the event that due and payable within sixty ten (6010) days of the termination of such Franchise Agreement (i) Borrower shall have failed (Business Days or shall have failed to cause Mortgage Borrower or Operating Lessee in the case of clause (2) hereof) to deliver to receipt written demand by 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 Propertytherefor.

Franchise Agreement. (a) Except as provided in The parties acknowledge that the transfer of the franchise rights granted under the Franchise Agreement to the Buyer is subject to the prior written consent of Franchisor under the Franchise Agreement. Immediately following the date of 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 Mortgage Borrower or Operating Lessee to cause Manager to, (i) pay all sums the Seller shall proceed promptly and in good faith to give the notices required to be paid by Mortgage Borrower, Operating Lessee and/or Manager under the Franchise Agreements, Agreement with respect to the transactions contemplated hereby and (ii) diligently performthe Buyer shall proceed promptly and in good faith to effect the consent of Franchisor to the transfer of such franchise rights to the Buyer, observe and enforce all of which may require the terms, covenants and conditions transfer of the Franchise AgreementsAgreement or execution of a new franchise agreement with Franchisor. Accordingly, the Buyer shall promptly submit to Franchisor a complete application to become a franchisee of Franchisor’s franchise system accompanied by payment of the applicable application fee. As part of the application process, the Buyer shall provide any and all information and documentation that Franchisor requires (iii) including, without limitation, financial statements, organizational documents, background information regarding the owners of the Buyer and other documentation supporting its application). Without limiting the foregoing, the Buyer shall use commercially reasonable efforts to obtain a new franchise agreement in place of the Franchise Agreement, which may entail promptly deliver responding to Lender requests from Franchisor and otherwise promptly complying with all obligations of a copy of any written notice to Mortgage Borrower or Operating Lessee of any default by Mortgage Borrower, Operating Lessee and/or Manager transferee under the Franchise Agreements Agreement. The Seller agrees to reasonably cooperate, at no cost, in good faith with the Buyer and notify Lender Franchisor in such process. The Buyer shall agree with Franchisor to accept and be bound by any property improvement plan required by Franchisor in connection with obtaining such consent (which may consist of the property improvement plan currently incorporated into the Franchise Agreement), and to complete such property improvement plan within the time periods set forth in such property improvement plan. In connection with the transfer of the franchise rights, the Buyer shall be required to pay any material default and all fees and charges associated therewith (including, without limitation, any transfer fee mandated 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 detailAgreement), 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), If Franchisor has not agreed to terminate a the Franchise Agreement at an Individual Property; providedand enter into a new franchise agreement with the Buyer by the originally scheduled Closing Date, however, it the Closing Date shall be an Event extended to a date that is the earlier 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 Mortgage Borrower or Operating Lessee in the case ten Business Days after receipt 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 such consent and (ii) Borrower fails November 2, 2006 (the “Outside Closing Date”). In the event Franchisor has not delivered such new franchise agreement by the Outside Closing Date, the Buyer and the Seller shall each have the option to deliver evidence reasonably acceptable terminate this Agreement by written notice to Lender the other party (the “Termination Option”). In the event the Termination Option is elected by either the Seller or the Buyer, this Agreement shall terminate and provided the Buyer is not in default of any of its obligations pursuant to subsection 4.5(a) or otherwise, the E▇▇▇▇▇▇ Money shall be refunded to the Buyer and neither party shall have any further rights or obligations hereunder except for those that a Replacement Franchise Agreement or a Replacement Management Agreement with a Brand Manager is in full force and effect at expressly survive the applicable Individual Propertytermination of this Agreement.

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 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 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 AgreementsAgreements (except as provided in subsection (b) below), 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 be subject to 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 LenderDeemed Approval Standard. (b) Notwithstanding the foregoing, provided no Event of Default is continuing, Mortgage Borrower and/or Operating Lessee shall have the right, and right (or Borrower shall have the right to permit Franchisoror cause Mortgage Borrower or Operating Lessee to permit Franchisor to), 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 (A) Borrower shall have failed to pay (or failed to cause Mortgage Borrower or Operating Lessee to pay) any termination fee or other amounts due to such Franchisor pursuant to the applicable Franchise Agreement within the time period specified in such Franchise Agreement, unless contested in good faith, (B) Borrower shall have failed to (w) deliver (or cause to be delivered) to Lender a PIP Guaranty to the extent required pursuant to the terms of this Agreement or (y) cause Mortgage Borrower to make the deposit required in connection with any New PIP pursuant to and in accordance with Section 9.9 of the Mortgage Loan Agreement or (C) within sixty (60) days of the termination of such Franchise Agreement (i) Borrower shall have failed (or shall have failed 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 (or fails to cause Operating Lessee to) deliver evidence reasonably acceptable to Lender that a Replacement Franchise Agreement with a Qualified Franchisor or a Replacement Management Agreement with a Brand Manager is in full force and effect at the applicable Individual Property. (c) The Individual Property commonly known as the Hilton Garden Inn Austin and located in Austin, Texas, failed its most recent “quality assurance” inspection. Attached hereto as Schedule 5.25 is a true, correct and complete list of the repairs required to be completed in order to resolve such quality assurance inspection failure. Borrower hereby covenants and agrees to cause Mortgage Borrower to complete such repairs to the extent necessary to resolve such failure in accordance with this Agreement, the Mortgage Loan Agreement, the related Franchise Agreement and all applicable laws. ▇▇▇▇▇▇▇▇.▇.▇▇▇▇▇▇▇▇

Franchise Agreement. (a) Except as provided in this Agreement, The Improvements on the Properties shall at all times be operated in accordance with under the terms and conditions of the Franchise AgreementsAgreement. Borrower shall, or shall 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 Borrower under the Franchise AgreementsAgreement, (ii) diligently perform, perform and observe and enforce in all material respects all of the terms, covenants and conditions of the Franchise AgreementsAgreement on the part of Borrower to be performed and observed to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower under the Franchise Agreement, (iii) promptly notify Lender of the giving of any notice to Borrower of any default by Borrower in the performance or observance of any of the terms, covenants or conditions of the Franchise Agreement on the part of Borrower to be performed and observed and deliver to Lender a true copy of any written notice to Mortgage Borrower or Operating Lessee of any default by Mortgage Borrowereach such notice, 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-performancenotice, report and estimate (a) received by Mortgage Borrower or Operating Lessee it under the Franchise Agreements and (b) required Agreement. Borrower shall not, without the prior consent of Lender, not to be delivered by Mortgage Borrowerunreasonably withheld, Operating Lessee and/or Manager conditioned or delayed and confirmation from the Rating Agencies that any such action will not result in a qualification, withdrawal or downgrade of the then ratings assigned to Franchisor under the Securities, surrender the Franchise AgreementsAgreement or terminate or cancel the Franchise Agreement or modify, (vi) complete all work required under any PIP on or prior to the Outside Datechange, (vii) not modify supplement, alter or amend the Franchise Agreements Agreement, in any respect, either orally or in writing, and Borrower hereby assigns to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement to the extent such modification assignable under the Franchise Agreement, all the rights, privileges and prerogatives of Borrower to surrender the Franchise Agreement or amendment could reasonably be expected to have a Material Adverse Effect, and (viii) except as provided in clause (b) below not terminate, cancel, modify, change, supplement, alter or replace amend the Franchise AgreementsAgreement in any respect, nor replace and any such surrender of the FranchisorFranchise Agreement or termination, nor waive cancellation, modification, change, supplement, alteration or release amendment of the Franchise Agreement without the prior consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed, shall be void and of no force and effect. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Franchise Agreement on the part of Borrower to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Franchise Agreement on the part of Borrower to be performed or observed to be promptly performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and remedies under the Franchise Agreements Agreement shall be kept unimpaired and free from default. Lender and any Person designated by Lender shall have, and are hereby granted, the right to enter upon the applicable Individual Property at any time and from time to time for the purpose of taking any such action. If Franchisor shall deliver to Lender a copy of any notice sent to Borrower of default under the Franchise Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in any material respectgood faith, without in reliance thereon unless such action constitutes the willful misconduct or gross negligence of Lender or Lender’s prior written consent's agent. Each request Borrower shall, from time to time, use commercially reasonable efforts to obtain from Franchisor such certificates of estoppel with respect to compliance by Borrower for approval with the terms of the Franchise Agreement as may be requested by Lender. Borrower shall exercise each individual option, if any, to extend or renew the term of the Franchise Agreement upon demand by Lender made at any time within one (1) year of the last day upon which any such option may be exercised, and consent Borrower hereby expressly authorizes and appoints Lender as its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. Any sums expended by Lender pursuant to this Section 5.25 paragraph shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, shall be in writing and contain deemed to constitute a legend in capitalized bold letters on the top portion of the cover page stating: “LENDER’S RESPONSE IS REQUESTED WITHIN TEN (10) BUSINESS DAYSDebt, shall be secured by the lien of the Security Instruments and the other Loan Documents and shall be immediately due and payable upon demand by Lender therefor. LENDER’S FAILURE TO RESPOND WITHIN SUCH TIME PERIOD SHALL RESULT IN LENDER’S CONSENT BEING DEEMED TO HAVE BEEN GRANTED” and Notwithstanding anything to the contrary contained in this Section 5.1.22, upon the expiration of the term of any Franchise Agreement relating to a Non-Wyndham Property, Borrower shall include have the option to either (1) enter into a new Franchise Agreement with the applicable Franchisor on terms substantially similar to those of the expired Franchise Agreement or (2) convert such Non-Wyndham Property into an Individual Property operated under the flag of Wyndham or an Affiliate of Wyndham upon satisfaction of 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 conditions: (10a) 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 continuingshall exist, 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 provide Lender (but upon prior written notice to Lender), to terminate a Franchise Agreement with at an Individual Property; provided, however, it shall be an Event of Default hereunder in the event that within least sixty (60) days of the termination of such Franchise Agreement prior written notice, (ic) Borrower shall have failed (enter into a management agreement with Wyndham or shall have failed to cause Mortgage Borrower or Operating Lessee in the case of clause (2) hereof) to deliver to Lender an Affiliate which is either (1A) substantially similar in form or substance to the form of management agreement attached hereto and made a PIP Guaranty relating to any New PIP contemplated by the Replacement Franchise Agreement or the Replacement Management Agreement with a Brand Manager part hereof as Exhibit G 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 is reasonably acceptable to Lender that in all respects, (d) Borrower and Wyndham or the applicable affiliate shall enter into an assignment of management agreement with Lender substantially similar to the Assignment of Management Agreement entered into by Borrower, Wyndham Management Corporation and Lender on the date hereof, (e) Wyndham and any such Affiliate is not bankrupt, insolvent or the subject of (i) any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law of any similar federal or State law or (ii) any proceeding for the dissolution or liquidation of Wyndham and any such Affiliate, (f) if a Replacement new Franchise Agreement or a Replacement Management Agreement is entered into with a Brand Manager is in full force and effect at the applicable Individual PropertyFranchisor, Franchisor delivers to Lender a comfort letter substantially similar to the comfort letter delivered by such Franchisor to Lender in connection with the closing of the Loan, and (g) Borrower pays for all costs and expenses incurred in connection with any such conversion including, without limitation, all reasonable costs and expenses (including, without limitations, reasonable legal fees and expenses) incurred by Lender in connection with any such conversion.

Franchise Agreement. (a) Except as provided in this The Improvements on the Property, to the extent subject to a Franchise Agreement, the Properties shall at all times be operated in accordance with under the terms and conditions of the applicable Franchise AgreementsAgreement. Borrower shall, or shall (and shall 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 Borrower under the each Franchise AgreementsAgreement, (ii) diligently perform, observe and enforce all of the terms, covenants and conditions of each Franchise Agreement on the Franchise Agreements, (iii) promptly deliver to Lender a copy part of any written notice to Mortgage Borrower or Operating Lessee to be performed, observed and enforced to the end that all things shall be done which are reasonably necessary to keep materially unimpaired the rights of any default by Mortgage Borrower, Operating Lessee and/or Manager Borrower under the Franchise Agreements and notify Lender Agreement (including, without limitation, the completion 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 PIP Work required under any PIP on or prior to the Outside Date), (viiiii) promptly notify Lender of the giving of any notice to Borrower or Mortgage Borrower of any default by Mortgage Borrower in the performance or observance of any of the terms, covenants or conditions of any Franchise Agreement on the part of Mortgage Borrower to be performed and observed and deliver to Lender a true copy of each such notice, and (iv) promptly deliver to Lender a copy of each capital expenditure plan, and material notice received by it under each Franchise Agreement. (b) Borrower shall not modify (and shall not permit Mortgage Borrower to), without the prior consent of Lender, surrender any Franchise Agreement or terminate or cancel any Franchise Agreement or modify, change, supplement, alter or amend the Franchise Agreements Agreement, in any respect, either orally or in writing. (c) If Mortgage Borrower shall default, beyond all applicable notice and cure periods, in the performance or observance of any material term, covenant or condition of any Franchise Agreement on the part of Mortgage Borrower to be performed or observed, then, without limiting the extent such modification or amendment could reasonably be expected to have a Material Adverse Effectgenerality of the other provisions of this Agreement, and (viii) except as provided in clause (b) below not terminate, cancel, without waiving or replace the Franchise Agreements, nor replace the Franchisor, nor waive or release releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of such Franchise Agreement on the part of Mortgage Borrower to be performed or observed to be promptly performed or observed on behalf of Mortgage Borrower, to the end that the rights of Mortgage Borrower in, to and remedies under such Franchise Agreement shall be kept materially unimpaired and free from default. Subject to the Franchise Agreements in rights of tenants and occupants pursuant to Hotel Transactions, Lender and any material respect, without Lender’s prior written consent. Each request by Borrower for approval and consent Person designated by Lender shall have, and are hereby granted, the right to enter upon the Property at any time and from time to time for the purpose of taking any such action. If the applicable Franchisor shall deliver to Lender a copy of any notice sent to Borrower or Mortgage Borrower of default under any Franchise Agreement, such notice shall constitute full protection to Lender for any reasonable action taken or omitted to be taken by Lender in good faith, in reliance thereon pursuant to this Section 5.25 5.1.21. (d) To the extent a Franchise Agreement is scheduled to expire during the term of the Loan, Borrower shall cause Mortgage Borrower to exercise each individual option, if any, to extend or renew the term of each applicable Franchise Agreement upon written demand by ▇▇▇▇▇▇ made at any time within one (1) year of the last day upon which any such option may be exercised, and, to the extent Borrower fails to cause Mortgage Borrower to do after such written demand, Borrower hereby expressly authorizes and appoints ▇▇▇▇▇▇ as its attorney-in-fact to exercise any such option in the name of and upon behalf of ▇▇▇▇▇▇▇▇, which power of attorney shall be in writing and contain a legend in capitalized bold letters on irrevocable during the top term of the cover page stating: “LENDER’S RESPONSE IS REQUESTED WITHIN TEN Loan and shall be deemed to be coupled with an interest. (10e) BUSINESS DAYS. LENDER’S FAILURE TO RESPOND WITHIN SUCH TIME PERIOD SHALL RESULT IN LENDER’S CONSENT BEING DEEMED TO HAVE BEEN GRANTED” Any sums expended by Lender from its own funds in accordance with and Borrower pursuant to this Section 5.1.21 shall include bear interest at the following documentation with such request all materials reasonably necessary in order for Lender to evaluate such matter. In Default Rate from the event date that Lender fails to grant or withhold its approval and consent to such matter within such is ten (10) Business Day period (andDays following ▇▇▇▇▇▇▇▇’s or Mortgage Borrower’s receipt of written notice that such cost is incurred to the date of payment to Lender, 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 constitute a portion of the Debt, 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 secured by Lender. (b) Notwithstanding the foregoing, provided no Event lien of Default is continuing, Mortgage Borrower and/or Operating Lessee shall have the right, Security Instrument 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 other Loan Documents and shall be an Event of Default hereunder in the event that due and payable within sixty ten (6010) days of the termination of such Franchise Agreement (i) Borrower shall have failed (Business Days or shall have failed to cause Mortgage Borrower or Operating Lessee in the case of clause (2) hereof) to deliver to receipt written demand by 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 Propertytherefor.