Common use of LIST OF EXHIBITS AND SCHEDULES Clause in Contracts

LIST OF EXHIBITS AND SCHEDULES. Exhibit 1 Assignment and Assumption Agreement Exhibit 2 Assignment of Franchise Agreements Exhibit 3 Assignment of Lease Agreement Exhibit 4 Balance Sheet Exhibit 5 Xxxx of Sale Exhibit 6 Collateral Documents Exhibit 7 Employment Agreement Exhibit 8 Management Agreement Exhibit 9 Promissory Note Exhibit 10 License Agreement Schedule 1 Restaurants Schedule 2.1.1 Operating Assets Schedule 2.1.2 Leases Schedule 2.1.3 Assumed Contracts Schedule 2.1.6 Excluded Employees Schedule 2.2 Purchase Price Allocation Schedule 2.2.3 Promissory Note Allocation Schedule 2.8 Xxxxxx'x Restaurants Retained by Seller Schedule 3.9.2 Tax Matters Schedule 3.11.1 Employment Matters Schedule 3.11.2 Employee Plans Schedule 3.11.5 Employees and Salaries Schedule 3.11.7 Owner/Operators and Owner/Operator Agreements Schedule 3.12 Litigation Schedule 3.13 Absence of Certain Changes and Events Schedule 3.14 Applicable Contracts; Defaults Schedule 3.15 Common Area Maintenance Charges and Assessments Schedule 3.16 Intellectual Property Assets Schedule 3.18 Condemnation Matters Schedule 3.22.1 Franchise Agreements, Franchisees and Franchise Restaurants Schedule 3.22.2 Franchise Agreements Defaults

LIST OF EXHIBITS AND SCHEDULES. Exhibit 1 A Form of U.S. Revolver Note Exhibit B Form of Canadian Revolver Note Exhibit C [Reserved] Exhibit D Form of Notice of Borrowing Exhibit E Form of Compliance Certificate Exhibit F Opinion Letter Requirements Exhibit G Form of Assignment and Assumption Acceptance Exhibit H [Reserved] Exhibit I [Reserved] Exhibit J [Reserved] Exhibit K Form of Borrowing Base Certificate Exhibit L [Reserved] Exhibit M-l Form of U.S. Guarantee and Security Agreement Exhibit 2 Assignment M-2 Form of Franchise Agreements Exhibit 3 Assignment of Lease Canadian Guarantee and Security Agreement Exhibit 4 Balance Sheet Exhibit 5 Xxxx N Form of Sale Exhibit 6 Collateral Documents Exhibit 7 Employment Agreement Exhibit 8 Management Agreement Exhibit 9 Promissory Note Exhibit 10 License Intercreditor Agreement Schedule 1 Restaurants Commitments Schedule 2.1.1 Operating Assets 2 Notice Addresses Schedule 2.1.2 Leases 3 Consolidated EBITDA and Consolidated Fixed Charges Schedule 2.1.3 Assumed Contracts 4 Existing Letters of Credit Schedule 2.1.6 Excluded Employees 5 Joint Ventures Constituting Permitted Affiliates Schedule 2.2 Purchase Price Allocation Schedule 2.2.3 Promissory Note Allocation Schedule 2.8 Xxxxxx'x Restaurants Retained by Seller Schedule 3.9.2 Tax Matters Schedule 3.11.1 Employment Matters Schedule 3.11.2 Employee Plans Schedule 3.11.5 Employees and Salaries Schedule 3.11.7 Owner/Operators and Owner/Operator 6 Hedging Agreements Schedule 3.12 Litigation 8.1.1 Borrowers’ Business Locations Schedule 3.13 Absence 8.1.2 Borrowers’ Insurance Schedule 9.1.1 Jurisdictions in which Borrowers and each Subsidiary is Authorized to do Business Schedule 9.1.4 Capital Structure of Certain Changes Borrowers Schedule 9.1.5 Filing Offices Schedule 9.1.12 Patents, Trademarks, Copyrights and Events Schedule 3.14 Applicable Contracts; Defaults Schedule 3.15 Common Area Maintenance Charges and Assessments Schedule 3.16 Intellectual Property Assets Schedule 3.18 Condemnation Matters Schedule 3.22.1 Franchise Agreements, Franchisees and Franchise Restaurants Schedule 3.22.2 Franchise Agreements DefaultsLicenses

LIST OF EXHIBITS AND SCHEDULES. Exhibits -------- Exhibit 1 Assignment and Assumption A - Notice of Borrowing Exhibit B - Joinder Agreement Exhibit 2 Assignment of Franchise Agreements C - Compliance Certificate Exhibit 3 Assignment of Lease D - ACS Subordination Agreement Exhibit 4 Balance Sheet Exhibit 5 Xxxx of Sale Exhibit 6 Collateral Documents Exhibit 7 Employment E - Affiliate Subordination Agreement Exhibit 8 Management F - Stratford Subordination Agreement Exhibit 9 Promissory Note G - Acquisition Report Exhibit 10 License H - Acquisition Compliance Certificate Exhibit I - Landlord's Agreement Exhibit J - Lender Addition Agreement Exhibit K - Pledge Agreement Exhibit L - Security Agreement Exhibit M - Seller Subordination Agreement Exhibit N - Environmental Indemnity Agreement Exhibit O - Notes Schedules --------- Schedule 1 Restaurants 3.1 - Indebtedness Schedule 2.1.1 Operating Assets 3.2 - Liens Schedule 2.1.2 Leases 3.3 - Investments Schedule 2.1.3 Assumed Contracts 3.4 - Contingent Obligations Schedule 2.1.6 Excluded Employees 3.8 - Transactions with Affiliates Schedule 2.2 Purchase Price Allocation 5.4(A) - Jurisdictions of Organization Schedule 2.2.3 Promissory Note Allocation 5.4(B) - Capitalization Schedule 2.8 Xxxxxx'x Restaurants Retained by Seller 5.4(D) - Foreign Qualifications Schedule 3.9.2 Tax 5.6 - Intellectual Property Schedule 5.7 - Investigations and Audits Schedule 5.8 - Employee Matters Schedule 3.11.1 Employment 5.13 - Environmental Matters Schedule 3.11.2 Employee Plans 7.1 - Closing Date Mortgaged Properties Schedule 3.11.5 Employees 10.1 - Existing Sellers and Salaries Schedule 3.11.7 Owner/Operators and Owner/Operator Agreements Schedule 3.12 Litigation Schedule 3.13 Absence of Certain Changes and Events Schedule 3.14 Applicable Contracts; Defaults Schedule 3.15 Common Area Maintenance Charges and Assessments Schedule 3.16 Intellectual Property Assets Schedule 3.18 Condemnation Matters Schedule 3.22.1 Franchise Agreements, Franchisees and Franchise Restaurants Schedule 3.22.2 Franchise Agreements DefaultsSeller Debts

LIST OF EXHIBITS AND SCHEDULES. Exhibit 1 Assignment and Assumption Agreement A - Properties Exhibit 2 Assignment of B - Environmental Reports Exhibit C - Franchise Agreements Exhibit 3 Assignment D - Allocated Loan Amounts/Aggregate Allocated Loan Amounts Exhibit E - Management Agreements Exhibit F - [Reserved] Exhibit G - Property Improvement Plans Exhibit H - [Reserved] Exhibit I - Acceptable Franchisors Exhibit J - [Reserved] Exhibit K - Zoning Reports Schedule 2.4 - Scheduled Mezzanine Principal Payments Schedule 3.1(A) - List of Lease Agreement Exhibit 4 Balance Sheet Exhibit 5 Xxxx Loan Documents Schedule 4.1(C) - Organizational Chart for Borrower Parties Schedule 4.2 - Consents Schedule 4.5 - Condemnation Proceedings Schedule 4.5(A) - Rights to Purchase/Rights of Sale Exhibit 6 Collateral Documents Exhibit 7 Employment Agreement Exhibit 8 Management Agreement Exhibit 9 Promissory Note Exhibit 10 License Agreement First Offer Schedule 1 Restaurants 4.7(B) - Rent Roll Schedule 2.1.1 Operating Assets 4.7(E) - Franchise Defaults Schedule 2.1.2 Leases 4.9 - Litigation Schedule 2.1.3 Assumed Contracts Schedule 2.1.6 Excluded Employees Schedule 2.2 Purchase Price Allocation Schedule 2.2.3 Promissory Note Allocation Schedule 2.8 Xxxxxx'x Restaurants Retained by Seller Schedule 3.9.2 Tax Matters Schedule 3.11.1 Employment Matters Schedule 3.11.2 Employee 4.14 - ERISA Plans Schedule 3.11.5 Employees and Salaries Schedule 3.11.7 Owner/Operators and Owner/Operator 4.26 - Collective Bargaining Agreements Schedule 3.12 Litigation Schedule 3.13 Absence 5.14 - Material Agreements MEZZANINE LOAN AGREEMENT This MEZZANINE LOAN AGREEMENT (this "LOAN AGREEMENT") is dated as of Certain Changes June ___, 2004 and Events Schedule 3.14 Applicable Contracts; Defaults Schedule 3.15 Common Area Maintenance Charges entered into by and Assessments Schedule 3.16 Intellectual Property Assets Schedule 3.18 Condemnation Matters Schedule 3.22.1 Franchise Agreementsbetween LODGIAN MEZZANINE FLOATING, Franchisees LLC, a Delaware limited liability company (the "BORROWER"), and Franchise Restaurants Schedule 3.22.2 Franchise Agreements DefaultsMERRILL LYNCH MORTGAGE LENDING, INC., a Delaware corporation (togexxxx xxtx xxx successors and assigns, "LENDER").

LIST OF EXHIBITS AND SCHEDULES. Exhibits Exhibit 1 A-1 - List of Sellers and Land Exhibit A-2 - List of Purchasers Exhibit B - Legal Descriptions Exhibit C - List of Ground Lease Documents Exhibit D - Purchase Price Allocation Exhibit E - Forms of Deed Exhibit F-1 - Form of Assignment of Ground Lease (AZ) Exhibit F-2 - Form of Bond Assignment Documents (GA) Exhibit G - Form of Bill of Sale and Assignment Exhibit H - Form of Tenant Notice Letter Exhibit I - Form of FIRPTA Exhibit J - Form of ALTA Statement Exhibit K - Form of Assignment and Assumption of Tax Incentive Agreement Exhibit 2 L - State Law Provisions Exhibit M - Transaction Cost Allocations by State Exhibit N - Form of Vendor Notice Exhibit O-1 - Form of Assignment of Franchise Agreements Exhibit 3 Assignment of Lease Agreement Exhibit 4 Balance Sheet Exhibit 5 Xxxx of Sale Exhibit 6 Collateral Documents Exhibit 7 Employment Agreement Exhibit 8 Sub-Management Agreement Exhibit 9 Promissory Note Exhibit 10 License O-2 - Form of Assignment, Assumption and Amendment of Sub-Management Agreement Schedules Schedule 1 Restaurants 1.1(aa) - Tail Commission Identified Tenants Schedule 2.1.1 3.1 - Diligence Material Costs Schedule 4.2 - Assigned Sub-Management Agreements Schedule 4.4(c) - Free Rent Schedule 4.4(h) - Leasing Costs Schedule 4.4(j) - Pending Real Estate Tax Appeals Schedule 4.4(k) - Service Payments Schedule 4.4(l) - Seller Capital Work Contracts Schedule 4.4(m) - Warranties Schedule 5.1(i) - Operating Assets Agreements Schedule 2.1.2 5.1(j) - Leases Schedule 2.1.3 Assumed Contracts 5.1(l) - Violations Schedule 2.1.6 Excluded Employees 5.1(m) - Litigation Schedule 2.2 Purchase Price Allocation Schedule 2.2.3 Promissory Note Allocation Schedule 2.8 Xxxxxx'x Restaurants Retained by Seller Schedule 3.9.2 Tax Matters Schedule 3.11.1 Employment Matters Schedule 3.11.2 Employee Plans Schedule 3.11.5 Employees and Salaries Schedule 3.11.7 Owner/Operators and Owner/Operator 5.1(n) - Leasing Agreements Schedule 3.12 Litigation 5.1(o) - Tax Incentive Agreements Schedule 3.13 Absence of Certain Changes and Events 5.1(p) - Pending Tenant Audits Schedule 3.14 Applicable Contracts; Defaults Schedule 3.15 Common Area Maintenance Charges and Assessments Schedule 3.16 Intellectual Property Assets Schedule 3.18 Condemnation Matters Schedule 3.22.1 Franchise Agreements, Franchisees and Franchise Restaurants Schedule 3.22.2 Franchise Agreements Defaults5.1(t) - Casualty

LIST OF EXHIBITS AND SCHEDULES. Exhibits: Exhibit 1 A-1 – Ground Lease Exhibit A-2 – Land Exhibit A-3 – Land Acquisition and Development Agreement Exhibit A-4 – Subway Agreement Exhibit A-5 – Project Agreement Exhibit B – Existing Leases Exhibit C – Form of Assignment of Ground Lease Exhibit D – Form of Assignment and Assumption Agreement of Leases Exhibit 2 E – Form of Assignment and Assumption of Franchise Agreements Contracts Exhibit 3 F – Form of Assignment and Assumption of Lease Agreement Project Documents Exhibit 4 Balance Sheet G – Form of Seller’s Letter to Tenants Exhibit 5 H – Form of Seller’s Bring-Down Certificate Exhibit I – Form of Xxxx of Sale Exhibit 6 Collateral Documents J – Form of FIRPTA Certificate Exhibit 7 Employment K – Form of Non-Multiple Dwelling Affidavit Exhibit L – Form of Purchaser’s Bring-Down Certificate Exhibit M – Form of Ground Lease Estoppel Exhibit N – Land Acquisition and Development Agreement Estoppel Exhibit 8 O – Subway Agreement Estoppel Exhibit P – Project Agreement Estoppel Exhibit Q – E&Y Estoppel Exhibit R – Standard Tenant Form of Estoppel Certificate Exhibit S – Management Agreement Exhibit 9 Promissory Note T – Guaranty Exhibit 10 License U – Wire Instructions Exhibit V – Form of Owner’s Affidavit Exhibit W – Form of Assignment and Assumption of Master Signage Agreement Schedules: Schedule 1 Restaurants Schedule 2.1.1 Operating Assets Schedule 2.1.2 Leases Schedule 2.1.3 Assumed 1.1.10 – Existing Contracts Schedule 2.1.6 1.2.3 – Excluded Property Schedule 4.2.8(i) – Leasing Commissions Schedule 4.2.8(ii) – Tenant Allowances Schedule 4.2.14 – Revenue Support Payments Schedule 5.1.3 – Permitted Exceptions Schedule 6.1.9(i) – Tenant Claims Schedule 6.1.9 (ii) – Brokerage Agreements Schedule 6.1.9 (iii) – Rent Arrearages Schedule 6.1.14 – Tax Appeals Schedule 6.1.15 – Employees Schedule 2.2 Purchase Price Allocation Schedule 2.2.3 Promissory Note Allocation Schedule 2.8 Xxxxxx'x Restaurants Retained by Seller Schedule 3.9.2 Tax Matters Schedule 3.11.1 Employment Matters Schedule 3.11.2 Employee Plans Schedule 3.11.5 Employees and Salaries Schedule 3.11.7 Owner/Operators and Owner/Operator Agreements Schedule 3.12 6.1.16 – Litigation Schedule 3.13 Absence 6.1.19 – Insurance Policies Schedule 6.1.22 – Utilities PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of Certain Changes the 17th day of November, 2006, by and Events Schedule 3.14 Applicable Contracts; Defaults Schedule 3.15 Common Area Maintenance Charges between NO. 5 TIMES SQUARE DEVELOPMENT LLC, a Delaware limited liability company (“Seller”) and Assessments Schedule 3.16 Intellectual Property Assets Schedule 3.18 Condemnation Matters Schedule 3.22.1 Franchise AgreementsAVR CROSSROADS LLC, Franchisees a Delaware limited liability company (“Purchaser”). In consideration of the mutual promises, covenants and Franchise Restaurants Schedule 3.22.2 Franchise Agreements Defaultsagreements hereinafter set forth and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser agree as follows:

LIST OF EXHIBITS AND SCHEDULES. List of Exhibits Exhibit 1 A-1 – Description of Blue Mountain Condominium Units Exhibit A-2 – Description of Whistler Condominium Units Exhibit B – Form of the Sellers’ Closing Bringdown Certificate Exhibit C-1 – Intentionally Deleted Exhibit C-2 – Intentionally Deleted Exhibit D – Form of Bxxx of Sale Exhibit E – Form of Assignment and Assumption Agreement of Contracts Exhibit 2 F – Form of Assignment and Assumption of Franchise Agreements Licenses and Permits Exhibit 3 G – Intentionally Deleted Exhibit H – Form of Assignment and Assumption of Lease Agreement Exhibit 4 Balance Sheet Exhibit 5 Xxxx of Sale Exhibit 6 Collateral Documents Exhibit 7 Employment Agreement Exhibit 8 Management Agreement Exhibit 9 Promissory Note I – Form of Assignment of Tenant Leases Exhibit 10 License J – Form of Required Tenant Estoppel Certificate Exhibit K – Form of the Purchaser’s Closing Bringdown Certificate Exhibit L – Intentionally Deleted Exhibit M – Form of Tenant Notice Exhibit N – Form of Assignment, Assumption, and Release of Head Lease Exhibit O – Form of HST Certificate, Undertaking and Indemnity Exhibit P – Form of Escrow Agreement for Withheld Amount List of Schedules Schedule 1 Restaurants Schedule 2.1.1 Operating Assets Schedule 2.1.2 Leases Schedule 2.1.3 Assumed 2.2.3 – Contracts Schedule 2.1.6 Excluded Employees 2.2.4 – Licenses and Permits Schedule 2.2 2.2.7 – Tenant Leases, Rent and Security Deposits Schedule 2.3.2 – Managers’ Property Schedule 3.4 – Allocation of Purchase Price Allocation Schedule 2.2.3 Promissory Note Allocation Schedule 2.8 Xxxxxx'x Restaurants Retained by Seller Schedule 3.9.2 Tax Matters Schedule 3.11.1 Employment Matters Schedule 3.11.2 Employee Plans Schedule 3.11.5 Employees and Salaries Schedule 3.11.7 Owner/Operators and Owner/Operator Agreements Schedule 3.12 Litigation Schedule 3.13 Absence of Certain Changes and Events Schedule 3.14 Applicable Contracts; Defaults Schedule 3.15 Common Area Maintenance Charges and Assessments Schedule 3.16 Intellectual Property Assets Schedule 3.18 Condemnation Matters Schedule 3.22.1 Franchise Agreements, Franchisees and Franchise Restaurants Schedule 3.22.2 Franchise Agreements Defaults4.1.1(g) – Condominium Documents

LIST OF EXHIBITS AND SCHEDULES. Exhibits Exhibit 1 A Accounting Principles Exhibit B Form of Assignment and Assumption Agreement Exhibit 2 Assignment C Form of Franchise Agreements Exhibit 3 Assignment of Lease Agreement Exhibit 4 Balance Sheet Exhibit 5 Xxxx Bill of Sale Exhibit 6 Collateral Documents Exhibit 7 Employment D Form of Authorized Reseller Agreement Exhibit 8 Management E Form of Grant-Back License Agreement Exhibit 9 Promissory Note F Form of Shared Services Agreement Exhibit 10 G Form of Trademark License Agreement Exhibit H Form of Mxxx Lxxxx Xxxxxxx Must O’Xxxxx LLC Opinion Exhibit I Form of Restrictive Covenants Agreement Exhibit J Form of Wxxxx Oxxxxx Xxxxxx LLP Opinion Schedules Schedule 1 Restaurants l.0l (A)–Business Financials Schedule 2.1.1 Operating l.0l (B)–Closing Payment Schedule 2.0l (a)(i)–Acquired Tools and Equipment Schedule 2.0l (a)(ii) – Acquired Inventory Schedule 2.0l (a)(iii)–Acquired Accounts Receivable Schedule 2.0l (a)(iv)– Acquired IP Schedule 2.0l (a)(v)–Shared IP Schedule 2.01 (a)(vi) – Acquired Contracts Schedule 2.0l (a)(vii) – Pennits Schedule 2.0l (a)(viii) – Customer Deposits Schedule 2.01 (b)(iv) IP other than Acquired IP and Shared IP Schedule 2.01 (b)(v) – Certain Excluded Assets Schedule 2.1.2 Leases 2.0l(c)(ii) – Accrued Vacation Schedule 2.1.3 Assumed Contracts 2.02(b)(i) – Pay-offWire Instructions Schedule 2.1.6 Excluded Employees 2.02(b)(iii) – Seller Wire Instructions Schedule 2.2 2.02(c)(v) – Eam-Out Examples Schedule 2.02(e) – Purchase Price Allocation Schedule 2.2.3 Promissory Note Allocation 2.02(f) – Price Adjustment Regarding Certain Leased Equipment and Licensed Assets Schedule 2.8 Xxxxxx'x Restaurants 3.01 (a) – Existence and Power; Subsidiaries Schedule 3.0l (e) – Consents Schedule 3.0l (f)(iv) – Inventory Schedule 3.0l (g) – Absence of Changes Schedule 3.0l (h) – Undisclosed Liabilities Schedule 3.0l (i) – Contracts Schedule 3.01 (j) – Litigation Schedule 3.0l (k)(ii) – Necessary Permits Schedule 3.0l (l)(i) – Real Property Schedule 3.0l (m) – Encumbrances Schedule 3.01(n)(i) – Intellectual Property Used in Business or Shared Business Schedule 3.0l (n)(ii) – Retained by Seller IP Schedule 3.9.2 Tax Matters 3.0l (o)(i) – Employees Schedule 3.11.1 3.0l(o)(ii) – Employee Benefit Plans Schedule 3.01 ( o)(iv) – Employee Benefit Plan Payments Schedule 3.0l(p) – Labor and Employment Matters Schedule 3.11.2 Employee Plans 3.0l(q) – Environmental Compliance Schedule 3.11.5 Employees and Salaries 3.0l(q)(ii) Environmental Reports Schedule 3.11.7 Owner/Operators and Owner/Operator Agreements 3.0l(r)– Finders’ Fees - Seller Schedule 3.12 Litigation Schedule 3.13 Absence of Certain Changes and Events Schedule 3.14 Applicable Contracts; Defaults Schedule 3.15 Common Area Maintenance Charges and Assessments Schedule 3.16 Intellectual Property 3.0l(s) – Acquired Assets Schedule 3.18 Condemnation Matters 3.0l(t) –Consignment Schedule 3.22.1 Franchise Agreements, Franchisees 3.01 (u)– Insurance Schedule 3.0l(v) Customers and Franchise Restaurants Supplier Schedule 3.22.2 Franchise Agreements Defaults3.0l(w)(i) –Taxes Schedule 3.0l(x) - Relationships with Affiliates Schedule 3.02(d) - Finders’ Fees – Buyer Schedule 7.04 – DARPA Project Schedule 7.07 –Hired Employees Schedule 8.02(h)- Required Consents

LIST OF EXHIBITS AND SCHEDULES. Exhibits Exhibit 1 Assignment A - Second Amended and Assumption Restated Articles of Incorporation Exhibit B - Registration Rights Agreement Exhibit 2 Assignment of Franchise Agreements Exhibit 3 Assignment of Lease C - Shareholders Agreement Exhibit 4 Balance Sheet D - Opinion of Company's Counsel for Initial Closing Exhibit 5 Xxxx E - Opinion of Sale Company's Counsel for each Additional Closing Exhibit 6 Collateral Documents Exhibit 7 Employment F - Tax Allocation and Indemnification Agreement Exhibit 8 Management Agreement G - Opinion of Purchasers' Counsel Exhibit 9 Promissory Note Exhibit 10 License Agreement H - Outstanding Indebtedness to Shareholders Schedules Schedule 1 Restaurants - List of Purchasers Schedule 2.1.1 Operating Assets 3.12 - Indebtedness to be repaid to Shareholders Schedule 2.1.2 Leases 5.2 - Capital Stock and Related Matters schedule 5.3 - Authorization; No Conflict Schedule 2.1.3 Assumed 5.5 - No Material Adverse Change Schedule 5.6 - Undisclosed Liabilities Schedule 5.7 - Certain Developments Schedule 5.8 - No Material Adverse Change Schedule 5.9 - Taxes Schedule 5.10 - Litigation Schedule 5.12 - Consents Schedule 5.18 - Affiliate Transactions Schedule 5.19 - Employment and Management Agreements Schedule 5.20 - Material Contracts Schedule 2.1.6 Excluded Employees Schedule 2.2 Purchase Price Allocation Schedule 2.2.3 Promissory Note Allocation Schedule 2.8 Xxxxxx'x Restaurants Retained by Seller Schedule 3.9.2 Tax Matters Schedule 3.11.1 Employment Matters Schedule 3.11.2 Employee Plans Schedule 3.11.5 Employees and Salaries Schedule 3.11.7 Owner/Operators and Owner/Operator Agreements Schedule 3.12 Litigation Schedule 3.13 Absence of Certain Changes and Events Schedule 3.14 Applicable Contracts; Defaults Schedule 3.15 Common Area Maintenance Charges and Assessments Schedule 3.16 5.21 - Intellectual Property Assets Schedule 3.18 Condemnation Matters Schedule 3.22.1 Franchise Agreements, Franchisees and Franchise Restaurants Schedule 3.22.2 Franchise Agreements DefaultsProperty

LIST OF EXHIBITS AND SCHEDULES. EXHIBITS Exhibit 1 A — Land Exhibit B — Title Cure Obligations Exhibit C — Special Warranty Bxxx of Sale Exhibit D — Special Warranty Deed Exhibit E — Assignment and Assumption Agreement (of Operating Agreements, Leased Property Agreements and Off-Site Facility Agreements) Exhibit 2 F — Assignment and Assumption of Franchise Occupancy Agreements Exhibit 3 Assignment of Lease G — Intentionally Omitted Exhibit H — Registration Rights Agreement Exhibit 4 Balance Sheet I — Partnership Amendment Exhibit 5 Xxxx J — Prospective Subscriber Questionnaire Exhibit K — Prospective Power of Sale Attorney and Limited Partner Signature Page Exhibit 6 Collateral Documents L — Partnership Letter Exhibit 7 Employment M — Lock-Up Agreement Exhibit 8 Management N — Pledge and Security Agreement Exhibit 9 Promissory Note Exhibit 10 License O — Tax Reporting and Protection Agreement SCHEDULES Schedule 1 Restaurants — Intentionally Omitted Schedule 2.1.1 2 — Operating Assets Schedule 2.1.2 Leases Schedule 2.1.3 Assumed Contracts Schedule 2.1.6 Excluded Employees Schedule 2.2 Purchase Price Allocation Schedule 2.2.3 Promissory Note Allocation Schedule 2.8 Xxxxxx'x Restaurants Retained by Seller Schedule 3.9.2 Tax Matters Schedule 3.11.1 Employment Matters Schedule 3.11.2 Employee Plans Schedule 3.11.5 Employees Agreements and Salaries Schedule 3.11.7 Owner/Operators Leased Property Agreements and Owner/Operator Off-Site Facility Agreements Schedule 3.12 Litigation 3 — Employment Agreements Schedule 3.13 Absence 4 — Occupancy Agreements Schedule 5 — Additional Defined Terms Ashford Hospitality Limited Partnership/Marriott Crystal City Gateway Agreement of Certain Changes Purchase and Events Schedule 3.14 Applicable Contracts; Defaults Schedule 3.15 Common Area Maintenance Charges and Assessments Schedule 3.16 Intellectual Property Assets Schedule 3.18 Condemnation Matters Schedule 3.22.1 Franchise Agreements, Franchisees and Franchise Restaurants Schedule 3.22.2 Franchise Agreements DefaultsSale EXHIBIT A

LIST OF EXHIBITS AND SCHEDULES. Exhibit 1 A -­ Form of Assignment and Assumption Agreement Acceptance Exhibit 2 Assignment B -­ Form of Franchise Agreements Note Exhibit 3 Assignment C -­ Form of Lease Agreement Notice of Borrowing Exhibit 4 Balance Sheet D -­ Form of Notice of Conversion/Continuation Exhibit 5 Xxxx E -­ List of Sale Exhibit 6 Collateral Closing Documents Exhibit 7 Employment Agreement F -­ Form of Officer’s Certificate to Accompany Reports Exhibit 8 Management Agreement G -­ Sample Calculations of Financial Covenants Exhibit 9 Promissory Note M -­ Form of Guaranty of Collection Exhibit 10 License N-1 -- Form of U.S. Tax Compliance Certificate Exhibit N-2 -- Form of U.S. Tax Compliance Certificate Exhibit N-3 -- Form of U.S. Tax Compliance Certificate Exhibit N-4 -- Form of U.S. Tax Compliance Certificate Schedule 1.1 -­ Allocations Schedule 1.1.4 -­ Certain Agreements Restricting Liens Schedule 1.1.5 -­ Unsecured Bond Offerings Schedule 7.1-A -­ Schedule of Organizational Documents Schedule 7.1-C - Corporate Structure; Outstanding Capital Stock and Partnership Interests; Partnership Agreement Schedule 1 Restaurants 7.1-H -­ Indebtedness for Borrowed Money; Contingent Obligations Schedule 2.1.1 Operating Assets 7.1-I -­ Pending Actions Schedule 2.1.2 Leases Schedule 2.1.3 Assumed Contracts Schedule 2.1.6 Excluded Employees Schedule 2.2 Purchase Price Allocation Schedule 2.2.3 Promissory Note Allocation Schedule 2.8 Xxxxxx'x Restaurants Retained by Seller Schedule 3.9.2 Tax 7.1-P -­ Existing Environmental Matters Schedule 3.11.1 Employment 7.1-Q -­ ERISA Matters Schedule 3.11.2 Employee Plans Schedule 3.11.5 Employees 7.1-T -­ Insurance Policies DB3/200170717.3 EXHIBIT A to Term Loan Agreement dated as of [_____________], 2015 FORM OF ASSIGNMENT AND ACCEPTANCE ASSIGNMENT AND ACCEPTANCE This ASSIGNMENT AND ACCEPTANCE dated as of __________, 20_, among [Names of Assignor Lenders] (each, an “Assignor” and Salaries Schedule 3.11.7 Owner/Operators collectively, the “Assignors”) and Owner/Operator Agreements Schedule 3.12 Litigation Schedule 3.13 Absence of Certain Changes ____________, _____________, _____________, (etc.) (each, an “Assignee” and Events Schedule 3.14 Applicable Contracts; Defaults Schedule 3.15 Common Area Maintenance Charges and Assessments Schedule 3.16 Intellectual Property Assets Schedule 3.18 Condemnation Matters Schedule 3.22.1 Franchise Agreementscollectively, Franchisees and Franchise Restaurants Schedule 3.22.2 Franchise Agreements Defaultsthe “Assignees”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit 1 A Form of U.S. Revolver Note Exhibit B Form of Canadian Revolver Note Exhibit C [Reserved] Exhibit D Form of Notice of Borrowing Exhibit E Form of Compliance Certificate Exhibit F Opinion Letter Requirements Exhibit G Form of Assignment and Assumption Acceptance Exhibit H [Reserved] Exhibit I [Reserved] Exhibit J [Reserved] Exhibit K Form of Borrowing Base Certificate Exhibit L [Reserved] Exhibit M-1 Form of U.S. Guarantee and Security Agreement Exhibit 2 Assignment M-2 Form of Franchise Agreements Exhibit 3 Assignment of Lease Canadian Guarantee and Security Agreement Exhibit 4 Balance Sheet Exhibit 5 Xxxx N Form of Sale Exhibit 6 Collateral Documents Exhibit 7 Employment Agreement Exhibit 8 Management Agreement Exhibit 9 Promissory Note Exhibit 10 License Intercreditor Agreement Schedule 1 Restaurants Commitments Schedule 2.1.1 Operating Assets 2 Notice Addresses Schedule 2.1.2 Leases 3 Consolidated EBITDA and Consolidated Fixed Charges Schedule 2.1.3 Assumed Contracts 4 Existing Letters of Credit Schedule 2.1.6 Excluded Employees 5 Joint Ventures Constituting Permitted Affiliates Schedule 2.2 Purchase Price Allocation Schedule 2.2.3 Promissory Note Allocation Schedule 2.8 Xxxxxx'x Restaurants Retained by Seller Schedule 3.9.2 Tax Matters Schedule 3.11.1 Employment Matters Schedule 3.11.2 Employee Plans Schedule 3.11.5 Employees and Salaries Schedule 3.11.7 Owner/Operators and Owner/Operator 6 Hedging Agreements Schedule 3.12 Litigation 8.1.1 Borrowers’ Business Locations Schedule 3.13 Absence 8.1.2 Borrowers’ Insurance Schedule 9.1.1 Jurisdictions in which Borrowers and each Subsidiary is Authorized to do Business Schedule 9.1.4 Capital Structure of Certain Changes Borrowers Schedule 9.1.5 Filing Offices Schedule 9.1.12 Patents, Trademarks, Copyrights and Events Schedule 3.14 Applicable Contracts; Defaults Schedule 3.15 Common Area Maintenance Charges and Assessments Schedule 3.16 Intellectual Property Assets Schedule 3.18 Condemnation Matters Schedule 3.22.1 Franchise Agreements, Franchisees and Franchise Restaurants Schedule 3.22.2 Franchise Agreements DefaultsLicenses

LIST OF EXHIBITS AND SCHEDULES. Exhibit 1 Assignment and Assumption EXHIBIT A Form of Escrow Agreement Exhibit 2 Assignment EXHIBIT B Form of Franchise Agreements Exhibit 3 Assignment of Lease Agreement Exhibit 4 Balance Sheet Exhibit 5 Xxxx of Sale Exhibit 6 Collateral Documents Exhibit 7 Employment and Assignment EXHIBIT C-1 Form of Offer Letter EXHIBIT C-2 Form of Compliance Agreement Exhibit 8 Management EXHIBIT C-3 Form of Restricted Stock Award Agreement Exhibit 9 Promissory Note Exhibit 10 License EXHIBIT D Form of Sublease EXHIBIT E Form of Non-Solicitation and No-Hire Agreement EXHIBIT F Form of Lock-Up Agreement EXHIBIT G Form of Registration Rights Agreement EXHIBIT H Form of Standstill Agreement EXHIBIT I Form of Nonsolicitation and No-Hire Agreement Schedule 1 Restaurants 1.2(ii) Excluded Contracts Schedule 2.1.1 Operating 1.2(v) Xxxxxxxx Assets Schedule 2.1.2 Leases 1.2(vi) Excluded Receivables Schedule 2.1.3 1.2(viii) Bank Accounts Schedule 1.3 Purchased Assets Schedule 1.4 Assumed Liabilities Schedule 1.5 Excluded Liabilities Schedule 2.1 Allocation of Parent Shares Schedule 5.6 Brokers Schedule 5.7(i) Financial Statements Schedule 5.8 Changes Schedule 5.9 Liabilities Schedule 5.10 Litigation Schedule 5.12 Real Estate Schedule 5.13 Assets Schedule 5.15 Employees Schedule 5.16 Employee Benefit Plans Schedule 5.18 Insurance Schedule 5.20 Permits Schedule 5.21(a) Customers Schedule 5.21(b) Suppliers Schedule 5.21(c) Affiliated Transactions Schedule 5.23(a) Contracts Schedule 2.1.6 Excluded 5.23(b)(i) Customer Contracts Schedule 5.23(e) Subcontractors Schedule 5.24 Intangible Property Schedule 5.25 Environmental Matters Schedule 5.27 Names Schedule 6.5 Certain Financial Records Schedule 6.7(a) Archstone Principals and Associate Principals Schedule 6.7(b)(i) Allocation of Parent Shares to Archstone Principals and Associate Principals Schedule 6.7(b)(ii) SG&A Employees Schedule 2.2 Purchase Price Allocation 6.12 Required Consents Schedule 2.2.3 Promissory Note Allocation 6.18 Letters of Credit Schedule 2.8 Xxxxxx'x Restaurants Retained by Seller Schedule 3.9.2 Tax Matters Schedule 3.11.1 Employment Matters Schedule 3.11.2 Employee Plans Schedule 3.11.5 Employees and Salaries Schedule 3.11.7 Owner/Operators and Owner/Operator Agreements Schedule 3.12 Litigation Schedule 3.13 Absence of Certain Changes and Events Schedule 3.14 Applicable Contracts; Defaults Schedule 3.15 Common Area Maintenance Charges and Assessments Schedule 3.16 Intellectual Property Assets Schedule 3.18 Condemnation Matters Schedule 3.22.1 Franchise Agreements, Franchisees and Franchise Restaurants Schedule 3.22.2 Franchise Agreements Defaults8.7 Definitions SCHEDULE 8.7