Common use of Certain Additional Rights of Lender (VCOC) Clause in Contracts

Certain Additional Rights of Lender (VCOC). Notwithstanding anything to the contrary which may be contained in this Agreement, Lender shall have: (i) the right to routinely consult with and advise Borrower’s and Ashford Keys Senior Operating Lessee’s management regarding the significant business activities and business and financial developments of Borrower and Ashford Keys Senior Operating Lessee, provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substances. Consultation meetings should occur on a regular basis (no less frequently than quarterly) with Lender having the right to call special meetings at any reasonable times; (ii) the right, in accordance with the terms of this Agreement, to examine the books and records of Borrower and Ashford Keys Senior Operating Lessee at any time upon reasonable notice; (iii) the right, in accordance with the terms of this Agreement, to receive monthly, quarterly and year-end financial reports, including balance sheets, statements of income, shareholder’s equity and cash flow, a management report and schedules of outstanding indebtedness; (iv) the right, without restricting any other right of Lender under this Agreement (including any similar right), to restrict, upon the occurrence of a material Event of Default, Borrower’s and Ashford Keys Senior Operating Lessee’s payments of management consulting, director or similar fees to affiliates of Borrower (or their personnel); (v) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any acquisition by Borrower and Ashford Keys Senior Operating Lessee of any other significant property (other than personal property required for the day to day operation of the Property); (vi) the right, without restricting any other rights of Lender under this Agreement (including any similar right), in the event of certain material Events of Default, to vote the owners’ interests in Borrower and Ashford Keys Senior Operating Lessee pursuant to irrevocable proxies granted, at the request of Lender in advance for this purpose; and (vii) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict the transfer of voting interests in Borrower and Ashford Keys Senior Operating Lessee held by their members, and the right to restrict the transfer of interests in such members, except for any Transfer that is specifically permitted pursuant to Article 7 hereof. The rights described above may be exercised by any entity which owns and controls, directly or indirectly, substantially all of the interests in Lender.

Certain Additional Rights of Lender (VCOC). Notwithstanding anything to the contrary which may be contained in this Agreement, Lender shall have: (i) the right to routinely consult with and advise Borrower’s and Ashford Keys Senior Junior Operating Lessee’s management regarding the significant business activities and business and financial developments of Borrower and Ashford Keys Senior Junior Operating Lessee, provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substances. Consultation meetings should occur on a regular basis (no less frequently than quarterly) with Lender having the right to call special meetings at any reasonable times; (ii) the right, in accordance with the terms of this Agreement, to examine the books and records of Borrower and Ashford Keys Senior Junior Operating Lessee at any time upon reasonable notice; (iii) the right, in accordance with the terms of this Agreement, to receive monthly, quarterly and year-end financial reports, including balance sheets, statements of income, shareholder’s equity and cash flow, a management report and schedules of outstanding indebtedness; (iv) the right, without restricting any other right of Lender under this Agreement (including any similar right), to restrict, upon the occurrence of a material Event of Default, Borrower’s and Ashford Keys Senior Junior Operating Lessee’s payments of management consulting, director or similar fees to affiliates of Borrower (or their personnel); (v) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any acquisition by Borrower and Ashford Keys Senior Junior Operating Lessee of any other significant property (other than personal property required for the day to day operation of the Property); (vi) the right, without restricting any other rights of Lender under this Agreement (including any similar right), in the event of certain material Events of Default, to vote the owners’ interests in Borrower and Ashford Keys Senior Junior Operating Lessee pursuant to irrevocable proxies granted, at the request of Lender in advance for this purpose; and (vii) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict the transfer of voting interests in Borrower and Ashford Keys Senior Junior Operating Lessee held by their members, and the right to restrict the transfer of interests in such members, except for any Transfer that is specifically permitted pursuant to Article 7 hereof. The rights described above may be exercised by any entity which owns and controls, directly or indirectly, substantially all of the interests in Lender.

Certain Additional Rights of Lender (VCOC). Notwithstanding anything to the contrary which may be contained in this Agreement, Lender shall have: (ia) the right to routinely consult with and advise make suggestions to Borrower’s and Ashford Keys Senior Operating Lessee’s management regarding the significant business activities and business and financial developments of Borrower and Ashford Keys Senior Operating Lessee, Borrower; provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substances. Consultation meetings should Consultations and suggestions may occur on a regular basis (no less frequently more than quarterly) with once each quarter for Mortgage Lender having the right and all Mezzanine Lenders together at times as are reasonably satisfactory to call special Borrower and if conducted or made in meetings at any reasonable timesGuarantor’s principal place of business or such other locations as are reasonably satisfactory to Borrower; (iib) the right, at the Lender’s expense and in accordance with the terms of this Agreement, to examine the books and records of Borrower and Ashford Keys Senior Operating Lessee at any time reasonable times upon reasonable advance notice; (iiic) the right, in accordance with the terms of this Agreement, including, without limitation, Section 5.1.11 hereof, to receive monthly, quarterly and year-year end financial reports, including balance sheets, statements of income, shareholder’s equity and cash flow, a management report and schedules of outstanding indebtedness;indebtedness as and to the extent provided for by the terms of this Agreement; and (iv) the right, without restricting any other right of Lender under this Agreement (including any similar right), to restrict, upon the occurrence of a material Event of Default, Borrower’s and Ashford Keys Senior Operating Lessee’s payments of management consulting, director or similar fees to affiliates of Borrower (or their personnel); (vd) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any acquisition by Mortgage Borrower and Ashford Keys Senior Operating Lessee or Baltimore Owner outside the ordinary course of business of any other significant property (other than excluding, without limitation, personal property required for the day-to-day to day operation operations of the any Individual Property); (vi) the right, without restricting any other rights of Lender under this Agreement (including any similar right), in the event of certain material Events of Default, property to vote the owners’ interests in Borrower and Ashford Keys Senior Operating Lessee be acquired pursuant to irrevocable proxies granted, at the request of Lender in advance for this purpose; and (vii) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict the transfer of voting interests in Borrower and Ashford Keys Senior Operating Lessee held by their membersApproved Budget, and the right property to restrict the transfer of interests in such members, except for any Transfer that is specifically permitted be acquired pursuant to Article 7 hereofany alteration or Restoration made pursuant to the terms of this Agreement, which approval shall not be unreasonably withheld, conditioned or delayed. The rights described above in this Section 10.26 may be exercised by any entity which owns and controls, directly or indirectly, substantially all of the interests in Lender.

Certain Additional Rights of Lender (VCOC). Notwithstanding anything to the contrary which may be contained in this Agreementthe Loan Documents, Lender shall have: (ia) the right to routinely consult with and advise Borrower’s and Ashford Keys Senior Operating Lessee’s management regarding the significant business activities and business and financial developments of Borrower Borrower, including, but not limited to, with respect to (i) annual operating and Ashford Keys Senior Operating Lesseecapital budgets, (ii) insurance, (iii) material leases and lease forms, (iv) property management and leasing agents and amendments, modifications or termination of any agreements with such agents, and (v) changes in business; provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substances. Consultation meetings should occur on a regular basis (no less frequently than quarterly) with Lender having the right to call special meetings at any reasonable timestimes upon reasonable notice; (iib) the right, in accordance with the terms of this Agreement, to examine the books and records of Borrower and Ashford Keys Senior Operating Lessee at any time reasonable times upon reasonable notice; (iiic) the right, in accordance with the terms of this Agreement, including, without limitation, Section 4.1.7 hereof, to receive monthly, quarterly and year-end financial reports, including balance sheets, statements of income, shareholder’s equity and cash flow, a management report and schedules of outstanding indebtedness;; and (iv) the right, without restricting any other right of Lender under this Agreement (including any similar right), to restrict, upon the occurrence of a material Event of Default, Borrower’s and Ashford Keys Senior Operating Lessee’s payments of management consulting, director or similar fees to affiliates of Borrower (or their personnel); (vd) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any acquisition by Borrower and Ashford Keys Senior Operating Lessee of any other significant property (other than personal property required for the day to day operation of the Property); (vi) the right, without restricting any other rights of Lender under this Agreement (including any similar right), in the event of certain material Events of Default, to vote the owners’ interests in Borrower and Ashford Keys Senior Operating Lessee pursuant to irrevocable proxies granted, at the request of Lender in advance for this purpose; and (vii) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict the transfer of voting interests in Borrower and Ashford Keys Senior Operating Lessee held by their members, and the right to restrict the transfer of interests in such members, except for any Transfer that is specifically permitted pursuant to Article 7 hereoffinancing and/or Indebtedness with respect thereto. The rights described above in this Section 11.29 may be exercised by any entity which owns and controls, directly or indirectly, substantially all of the interests in Lender. As used in this Section 11.29, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management, policies or activities of a Person, whether through ownership of voting securities, by contract or otherwise.

Certain Additional Rights of Lender (VCOC). Notwithstanding anything Subject to the contrary which may be contained in this Agreementterms hereof, Lender shall havehave the right: (ia) the right to routinely consult with and advise Borrower’s and Ashford Keys Senior Operating Lessee’s management regarding the significant business activities and business and financial developments of Borrower and Ashford Keys Senior Operating Lessee, Borrower; provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substances. Consultation Routine consultation meetings should may occur on a regular basis (no less more frequently than quarterly) , with Lender having the right to call special meetings at any reasonable timestime (but not more frequently than once per quarter) and upon reasonable advance notice. Borrower shall have no obligation to adhere to any advice proposed by Lender, except where otherwise specifically required elsewhere in the Loan Documents; (iib) the right, in accordance with the terms of this Agreement, to examine the books and records of Borrower and Ashford Keys Senior Operating Lessee at any time reasonable times upon reasonable notice; (iiic) the right, in accordance with the terms of this Agreement, to receive monthly, quarterly financial reports and year-end financial reports, including balance sheets, other statements of income, shareholder’s equity and cash flow, a management report and schedules of outstanding indebtednessas provided in Section 5.1.10 hereof; (ivd) in accordance with the terms of this Agreement, but without restricting any other rights of Lender under this Agreement (including any similar right), to approve any acquisition by Borrower of any other significant property; (e) in accordance with the terms of this Agreement, but without restricting any other rights of Lender under this Agreement (including any similar right), to restrict the transfer of interests in Borrower, except for any such transfer that is a permitted transfer, including, without limitation those transfers not deemed “Transfers” under Section 5.2.10(c) hereof; (f) in accordance with the terms of this Agreement, but without restricting any other rights of Lender under this Agreement (including any similar right), to restrict financing to be obtained in connection with future property transactions, refinancing of any acquisition financings, and unsecured debt; (g) in accordance with the terms of the Agreement Regarding Management Agreement, but without restricting any other right of Lender under this Agreement (including any similar right), to restrict, upon the occurrence of a material an Event of Default, Borrower’s and Ashford Keys Senior Operating Lessee’s payments of management consulting, director or similar fees to affiliates of Borrower (or their personnel);Manager; and (vh) in accordance with the rightterms of this Agreement, but without restricting any other rights right of Lender under this Agreement (including any similar right), to approve any acquisition by Borrower and Ashford Keys Senior Operating Lessee of any other significant property (other than personal property required for exercise certain approval rights with respect to the day to day operation of the Property); (viproposed annual operating budgets as provided in Section 5.1.10(e) the right, without restricting any other rights of Lender under this Agreement (including any similar right), in the event of certain material Events of Default, to vote the owners’ interests in Borrower and Ashford Keys Senior Operating Lessee pursuant to irrevocable proxies granted, at the request of Lender in advance for this purpose; and (vii) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict the transfer of voting interests in Borrower and Ashford Keys Senior Operating Lessee held by their members, and the right to restrict the transfer of interests in such members, except for any Transfer that is specifically permitted pursuant to Article 7 hereof. The rights described above may be exercised by any entity which owns and controls, directly or indirectly, substantially all of the interests in Lender. Nothing contained in this Section 9.10 is intended (i) to confer upon Lender any rights or privileges greater than those inuring to Lender under the other provisions of this Agreement, (ii) to impose upon Borrower any duties, obligations or liabilities greater than or in addition to those owed by Borrower under the other provisions of this Agreement, or (iii) to constitute Lender a partner or member of Borrower or a third-party beneficiary of Borrower’s Organizational Documents.

Certain Additional Rights of Lender (VCOC). (a) Notwithstanding anything to the contrary which may be contained in this AgreementAgreement to the contrary, so long as the Loan is outstanding, Lender shall have: (i) the right to routinely designate any party to receive payment of all fees, costs and expenses otherwise payable to Lender under this Agreement or the other Loan Documents; (ii) the right to consult with and advise Borrower’s and Ashford Keys Senior Operating Lessee’s 's management regarding the significant business activities and business and financial developments of Borrower and Ashford Keys Senior Operating LesseeBorrower, provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substances. Consultation meetings should occur on a regular basis (no less frequently than quarterly) with Lender having the right to call special meetings at any reasonable times; (iiiii) the right, in accordance with the terms of this Agreement, right to examine the books and records of Borrower and Ashford Keys Senior Operating Lessee Borrower, at any time upon reasonable notice; (iiiiv) the right to receive the financial reports as provided in Section 5.11 of this Agreement; (v) the right, in accordance with the terms without restricting any other rights of Lender under this AgreementAgreement (including any similar right), to receive monthlyrestrict financing to be obtained in connection with future property transactions, quarterly refinancing of any acquisition financings, and year-end financial reports, including balance sheets, statements of income, shareholder’s equity and cash flow, a management report and schedules of outstanding indebtednessunsecured debt; (ivvi) the right, without restricting any other right of Lender under this Agreement (including any similar right), to restrict, upon the occurrence of a material an Event of Default, Borrower’s and Ashford Keys Senior Operating Lessee’s 's payments of management consulting, director consulting or similar fees to affiliates of Borrower (or their personnel); (v) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any acquisition by Borrower and Ashford Keys Senior Operating Lessee of any other significant property (other than personal property required for in accordance with the day to day operation express terms of the Property)Management Agreement; (vi) the right, without restricting any other rights of Lender under this Agreement (including any similar right), in the event of certain material Events of Default, to vote the owners’ interests in Borrower and Ashford Keys Senior Operating Lessee pursuant to irrevocable proxies granted, at the request of Lender in advance for this purpose; and (vii) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any operating budget and/or capital expenditures of Borrower that (A) vary by more than 15% from the expenses set forth in the related approved Annual Budget and/or approved capital plan for the immediately preceding fiscal year or (B) when added to all prior operating and capital expenditures for the year, exceed 15% of aggregate budgeted operating and capital expenditures set forth in the related approved Annual Budget and/or approved capital plan for the immediately preceding fiscal year; (viii) the right, without restricting any other rights of Lender under this Agreement (including any similar right), upon the occurrence and during the continuance of an Event of Default, to vote the owners' interests in Borrower pursuant to irrevocable proxies granted, at the request of Borrower in advance for this purpose; and (ix) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict the transfer of to voting interests in Borrower and Ashford Keys Senior Operating Lessee held by their membersits members or partners (as the case may be), and the right to restrict the transfer of interests in such membersmember or partner (as the case may be), except for any Transfer transfer that is specifically expressly permitted pursuant to Article 7 hereof. hereunder. (b) The rights described above granted in this Section 20.11 may be exercised by any entity which owns and controls, controls directly or indirectly, indirectly substantially all of the interests in Lender.

Certain Additional Rights of Lender (VCOC). Notwithstanding anything to the contrary which may be contained in this Agreement, to the extent Lender or any Person who Controls Lender is a “venture capital operating company” within the meaning of 29 C.F.R. Section 2510.3-101, Lender shall have: (ia) upon not less than fifteen (15) Business Days’ prior written notice to Xxxxxxxx, the right to routinely request and to hold a meeting at mutually agreeable times, and not more than four (4) times during any calendar year to consult with an officer of Borrower that is familiar with the financial condition of each Borrower and advise Borrower’s the operation of the Individual Properties and Ashford Keys Senior Operating Lessee’s management is otherwise reasonably acceptable to Lender regarding the such significant business activities and business and financial developments of Borrower and Ashford Keys Senior Operating Lessee, as are specified by Xxxxxx in writing in the request for such meeting; provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substancessubstances and provided further that neither the Borrower nor its designated representative shall be under any obligation to follow or implement any advice or recommendations of the Lender. Consultation meetings should occur on a regular basis (no less frequently than quarterly) with The rights of the Lender having provided in this Agreement are expressly limited to consultation, and shall not include any other rights or obligations, including without limitation, any right or obligation to supervise or conduct any aspect of the right to call special meetings at any reasonable times;Borrower’s business or operations; and (iib) the right, in accordance with the terms of Section 5.1.11(a) of this Agreement, to examine the books and records of Borrower and Ashford Keys Senior Operating Lessee at any time reasonable times upon reasonable notice; (iii) the right, in accordance provided that any such examination shall be conducted so as not to unreasonably interfere with the terms of this Agreement, to receive monthly, quarterly and year-end financial reports, including balance sheets, statements of income, shareholder’s equity and cash flow, a management report and schedules of outstanding indebtedness; (iv) the right, without restricting any other right of Lender under this Agreement (including any similar right), to restrict, upon the occurrence of a material Event of Default, Borrower’s and Ashford Keys Senior Operating Lessee’s payments of management consulting, director or similar fees to affiliates business of Borrower (or their personnel); (v) the right, without restricting any Tenants or other rights of Lender under this Agreement (including any similar right), to approve any acquisition by Borrower and Ashford Keys Senior Operating Lessee occupants of any other significant property (other than personal property required for the day to day operation of the Individual Property); (vi) the right, without restricting any other rights of Lender under this Agreement (including any similar right), in the event of certain material Events of Default, to vote the owners’ interests in Borrower and Ashford Keys Senior Operating Lessee pursuant to irrevocable proxies granted, at the request of Lender in advance for this purpose; and (vii) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict the transfer of voting interests in Borrower and Ashford Keys Senior Operating Lessee held by their members, and the right to restrict the transfer of interests in such members, except for any Transfer that is specifically permitted pursuant to Article 7 hereof. The rights described above in this Section 10.25 may be exercised by Xxxxxx on behalf of any entity Person which owns Controls Lender. The Lender and controlseach such Person agrees to hold in confidence any confidential information provided to or learned by the Lender or the Person or its designated representative in connection with the rights under this Agreement; provided that nothing herein shall prevent any Lender from disclosing any such information (a) to any loan participant, directly provided that such participants use such information solely in connection with their ownership of their interest in the Loan, (b) subject to an agreement to comply with the provisions of this Section 10.25, to any prospective participant or indirectlytransferee of an interest in the Loan, substantially all (c) to its employees, directors, agents, attorneys, accountants and other professional advisors or those of any of its Affiliates, (d) upon the interests request or demand of any Governmental Authority or as may otherwise be required pursuant to any Legal Requirement, (e) if requested or required to do so in Lenderconnection with any litigation or similar proceeding, (f) that has been publicly disclosed, or (g) in connection with the exercise of any remedy hereunder or under any other Loan Document.

Certain Additional Rights of Lender (VCOC). Notwithstanding anything to the contrary which may be contained in this Agreement, upon reasonable notice to Borrower, Lender shall have: (ia) the right to routinely consult with and advise Borrower’s and Ashford Keys Senior Operating Lessee’s 's management regarding the significant business activities and business and financial developments of Borrower and Ashford Keys Senior Operating Lessee, Borrower; provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substancesHazardous Substances. Consultation meetings should occur on a regular basis (no less frequently than quarterly) with Lender having the right to call special meetings at any reasonable timestimes upon reasonable notice; (iib) the right, in accordance with the terms of this Agreement, to examine the books and records of Borrower and Ashford Keys Senior Operating Lessee at any time reasonable times upon reasonable notice; (iiic) the right, in accordance with the terms of this Agreement, including, without limitation, Section 4.1.6 hereof, to receive monthly, quarterly and year-end financial reports, including balance sheets, statements of income, shareholder’s 's equity and cash flow, a management report and schedules of outstanding indebtedness;indebtedness (in each case only to the extent Borrower is otherwise required to provide such reports pursuant to the terms of this Agreement); and (iv) the right, without restricting any other right of Lender under this Agreement (including any similar right), to restrict, upon the occurrence of a material Event of Default, Borrower’s and Ashford Keys Senior Operating Lessee’s payments of management consulting, director or similar fees to affiliates of Borrower (or their personnel); (vd) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any acquisition by Borrower and Ashford Keys Senior Operating Lessee or Mortgage Borrower of any other significant property (other than personal property required for the day to day operation of the PropertyProperty or the ownership of the Collateral (except as otherwise permitted hereunder or under the Mortgage Loan Documents); (vi) the right, without restricting any other rights of Lender under this Agreement (including any similar right), in the event of certain material Events of Default, to vote the owners’ interests in Borrower and Ashford Keys Senior Operating Lessee pursuant to irrevocable proxies granted, at the request of Lender in advance for this purpose; and (vii) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict the transfer of voting interests in Borrower and Ashford Keys Senior Operating Lessee held by their members, and the right to restrict the transfer of interests in such members, except for any Transfer that is specifically permitted pursuant to Article 7 hereof. The rights described above in this Section 11.33 may be exercised by any entity which owns and controls, directly or indirectly, substantially all of the interests in Lender. As used in this Section 11.33, the term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management, policies or activities of a Person, whether through ownership of voting securities, by contract or otherwise and the terms "controlled" and "controlling" shall have correlative meanings.

Certain Additional Rights of Lender (VCOC). Notwithstanding anything to the contrary which may be contained in this Agreement, Lender shall have: (ia) the right to routinely consult with and advise make suggestions to Borrower’s and Ashford Keys Senior Operating LesseeBaltimore Owner’s management regarding the significant business activities and business and financial developments of Borrower and Ashford Keys Senior Operating Lessee, Baltimore Owner; provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substances. Consultation meetings should Consultations and suggestions may occur on a regular basis (no less frequently more than quarterly) with once each quarter for Lender having the right and all Mezzanine Lenders, together, at times as are reasonably satisfactory to call special Borrower and if conducted or made in meetings at any reasonable timesGuarantor’s principal place of business or such other locations as are reasonably satisfactory to Borrower; (iib) the right, at the Lender’s expense and in accordance with the terms of this Agreement, to examine the books and records of Borrower and Ashford Keys Senior Operating Lessee Baltimore Owner at any time reasonable times upon reasonable advance notice; (iiic) the right, in accordance with the terms of this Agreement, including, without limitation, Section 5.1.11 hereof, to receive monthly, quarterly and year-year end financial reports, including balance sheets, statements of income, shareholder’s equity and cash flow, a management report and schedules of outstanding indebtedness;indebtedness as and to the extent provided for by the terms of this Agreement; and (iv) the right, without restricting any other right of Lender under this Agreement (including any similar right), to restrict, upon the occurrence of a material Event of Default, Borrower’s and Ashford Keys Senior Operating Lessee’s payments of management consulting, director or similar fees to affiliates of Borrower (or their personnel); (vd) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any acquisition by Borrower and Ashford Keys Senior Operating Lessee or Baltimore Owner outside the ordinary course of business of any other significant property (other than excluding, without limitation, personal property required for the day-to-day to day operation operations of the any Individual Property); (vi) the right, without restricting any other rights of Lender under this Agreement (including any similar right), in the event of certain material Events of Default, property to vote the owners’ interests in Borrower and Ashford Keys Senior Operating Lessee be acquired pursuant to irrevocable proxies granted, at the request of Lender in advance for this purpose; and (vii) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict the transfer of voting interests in Borrower and Ashford Keys Senior Operating Lessee held by their membersApproved Budget, and the right property to restrict the transfer of interests in such members, except for any Transfer that is specifically permitted be acquired pursuant to Article 7 hereofany alteration or Restoration made pursuant to the terms of this Agreement, which approval shall not be unreasonably withheld, conditioned or delayed. The rights described above in this Section 10.26 may be exercised by any entity which owns and controls, directly or indirectly, substantially all of the interests in Lender.

Certain Additional Rights of Lender (VCOC). Notwithstanding anything to the contrary which may be contained in this Agreement, Lender and any holder of any note representing all or any portion of the Loan (“Noteholder”) shall have: (ia) the right to routinely consult call one annual meeting (at which meeting the Lender and the other Noteholders who have similar rights under this Section 8.17(a) may be permitted to attend, and any Noteholder may attend other meetings at such other times as the Lender or other Noteholders who have similar rights under this Section 8.17(a) may be entitled to have) with and advise Borrower’s and Ashford Keys Senior Operating Lessee’s management regarding the significant business activities and business and financial developments of Borrower and Ashford Keys Senior Operating Lesseethe Borrower, provided, however, that such consultations meetings shall not include discussions of environmental compliance programs or disposal of hazardous substancesHazardous Materials (as defined in the Instrument). Consultation meetings should occur on at a regular basis mutually agreeable time and location; provided that the Borrower shall be under no obligation to follow or implement any advice or recommendations of Lender or any Noteholder at any such meeting. Otherwise, the Borrower shall not be required to hold any other meetings with Lender or any Noteholder unless it demonstrates to the reasonable satisfaction of the Borrower that other times (no less but not more frequently than quarterly) with are required under applicable law after the date of this Agreement for Lender having or any Noteholder to maintain its status as a “venture capital operating company” (a “VCOC”) as such term is defined in the right to call special meetings U.S. Department of Labor Regulations codified at any reasonable times29 C.F.R. Section 2510.3-101(d) (the “Plan Asset Regulation”); (iib) the right, in accordance with the terms of this Agreement, subject to compliance with applicable laws and confidentiality obligations to third parties, to examine the books and records of Borrower and Ashford Keys Senior Operating Lessee at any time upon reasonable notice;notice and to a reasonable extent; provided that the rights granted in this Section 8.17(b) shall be exercised no more than once during any twelve-month period or unless Lender or any Noteholder demonstrates to the reasonable satisfaction of the Borrower that other times are required by applicable law after the date of this Agreement for Lender or any Noteholder to maintain its status as a VCOC; provided further that Lender’s rights under this paragraph shall be at Lender’s cost unless Borrower is otherwise obligated to pay such costs pursuant to the Loan Documents; and (iiic) the right, in accordance with the terms of this Agreement, to receive monthlyall financial reports required hereunder; provided, quarterly however, the obligation of the Borrower to deliver the materials described in this paragraph shall be deemed satisfied if delivered by the Borrower to the Lender and year-end financial reports, including balance sheets, statements any Noteholder (it being understood that the Lender and any Noteholder shall be entitled to distribute copies of income, shareholder’s equity and cash flow, a management report and schedules of outstanding indebtedness; (iv) the right, without restricting such materials to each Lender or any other right of Lender Noteholder who have rights under this Agreement (including any similar rightparagraph), . The aforementioned consultation rights are intended by Lender and each Noteholder to restrict, upon satisfy the occurrence of a material Event of Default, Borrower’s and Ashford Keys Senior Operating Lessee’s payments requirement of management consulting, director or similar fees to affiliates of Borrower (or their personnel); (v) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any acquisition by Borrower and Ashford Keys Senior Operating Lessee of any other significant property (other than personal property required for the day to day operation purposes of the Property); (vi) the rightDepartment of Labor “plan assets” regulation 29 C.F.R., without restricting any other rights of Lender under this Agreement (including any similar right), in the event of certain material Events of Default, to vote the owners’ interests in Borrower and Ashford Keys Senior Operating Lessee pursuant to irrevocable proxies granted, at the request of Lender in advance for this purpose; and (vii) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict the transfer of voting interests in Borrower and Ashford Keys Senior Operating Lessee held by their members, and the right to restrict the transfer of interests in such members, except for any Transfer that is specifically permitted pursuant to Article 7 hereofSection 2510.3-101. The rights described above in this Section 8.17 may be exercised by Lender, any entity Noteholder and any Person which is intended to qualify as a VCOC and owns and controls, directly or indirectly, substantially all of the interests in LenderLender or any Noteholder.

Certain Additional Rights of Lender (VCOC). Notwithstanding anything to the contrary which may be contained in this Agreement, Lender shall have: (a) the right, in accordance with the terms of this Agreement (i) the right to routinely consult with and advise Borrower regarding the business operation of the Property, and the financial and other conditions of Borrower or the Property, with Borrower’s officers, employees, directors and Ashford Keys Senior Operating Lessee’s management regarding the managers, (ii) to discuss with Borrower any significant business activities issues involved in negotiating a plan of reorganization for Borrower, including Borrower’s proposed reorganization plans and operating plans for proceeding following such plan of reorganization coming into effect, and (iii) to request from Borrower such forecasts, projections and other financial and business and financial developments of Borrower and Ashford Keys Senior Operating Lessee, data as Lender may deem reasonably appropriate; provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substancessubstances and not result in any change in Borrower’s course of action. Consultation meetings should occur on a regular basis (no less frequently than quarterly) with Lender having the right to call special meetings meeting at any reasonable timestime; (iib) the right, in accordance with the terms of this Agreement, to examine the books and records of Borrower and Ashford Keys Senior Operating Lessee at any time upon reasonable notice; (iiic) the right, in accordance with the terms of this Agreement, to receive monthly, quarterly and year-end financial reports, including balance sheets, statements of income, shareholder’s shareholders’ equity and cash flow, a management report and schedules of outstanding indebtedness;; provided, however, that if Lender or any other party entitled to receive the aforementioned financial reporting materials does not receive the requested materials as provided herein, Lender or such other requesting party shall first request such materials from the servicer of the Loan and, if the servicer does not deliver to Lender or such other requesting party the requested materials, then the Person(s) permitted to act under this Section 16.07 shall be entitled to request such information directly from Borrower. (ivd) the right, without restricting any other right of Lender under this Agreement (including any similar right), to restrict, upon the occurrence of a material Event of Default, Borrower’s and Ashford Keys Senior Operating Lessee’s payments of management consulting, director or similar fees to affiliates of Borrower (or their personnel); (v) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any acquisition by Borrower and Ashford Keys Senior Operating Lessee of any other significant property (other than personal property required for the day to day operation of the Property); (vi) the right, without restricting any other rights of Lender under this Agreement (including any similar right), in the event of certain material Events of Default, to vote the owners’ interests in Borrower and Ashford Keys Senior Operating Lessee pursuant to irrevocable proxies granted, at the request of Lender in advance for this purpose; and (vii) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict the transfer of voting interests in Borrower and Ashford Keys Senior Operating Lessee held by their members, and the right to restrict the transfer of interests in such members, except for any Transfer that is specifically permitted pursuant to Article 7 hereof. The rights described above in this Section 16.07 may be exercised by any entity Person which owns and controls, (i) directly or indirectly, substantially all of the interests in Lender, (ii) a participation interest in the Loan or (iii) directly or indirectly, substantially all of the interests in the holder of any such participation interest (it being intended that any such Person described in clauses (i), (ii) and (iii) of this sentence is intended to be a third party beneficiary of the rights granted under this Section 16.07, with the direct right to enforce such rights against Borrower, notwithstanding any provisions of this Agreement to the contrary).

Certain Additional Rights of Lender (VCOC). Notwithstanding anything to the contrary which may be contained in this Agreement, Lender shall have: (ia) the right to routinely consult with and advise make suggestions to Borrower’s and Ashford Keys Senior Operating Lessee’s Xxxxxx Borrowers’ management regarding the significant business activities and business and financial developments of Borrower and Ashford Keys Senior Operating Lessee, Borrower; provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substances. Consultation meetings should Consultations and suggestions may occur on a regular basis (no less frequently more than quarterly) with Lender having the right once each quarter for Lender, at times as are reasonably satisfactory to call special Borrower and if conducted or made in meetings at any reasonable timesGuarantor’s principal place of business or such other locations as are reasonably satisfactory to Borrower; (iib) the right, at the Lender’s expense and in accordance with the terms of this Agreement, to examine the books and records of Borrower and Ashford Keys Senior Operating Lessee at any time reasonable times upon reasonable advance notice; (iiic) the right, in accordance with the terms of this Agreement, including, without limitation, Section 5.1.11 hereof, to receive monthly, quarterly and year-year end financial reports, including balance sheets, statements of income, shareholder’s equity and cash flow, a management report and schedules of outstanding indebtedness;indebtedness as and to the extent provided for by the terms of this Agreement; and (iv) the right, without restricting any other right of Lender under this Agreement (including any similar right), to restrict, upon the occurrence of a material Event of Default, Borrower’s and Ashford Keys Senior Operating Lessee’s payments of management consulting, director or similar fees to affiliates of Borrower (or their personnel); (vd) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any acquisition by Borrower and Ashford Keys Senior Operating Lessee outside the ordinary course of business of any other significant property (other than excluding, without limitation, personal property required for the day-to-day to day operation operations of the any Individual Property); (vi) the right, without restricting any other rights of Lender under this Agreement (including any similar right), in the event of certain material Events of Default, property to vote the owners’ interests in Borrower and Ashford Keys Senior Operating Lessee be acquired pursuant to irrevocable proxies granted, at the request of Lender in advance for this purpose; and (vii) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict the transfer of voting interests in Borrower and Ashford Keys Senior Operating Lessee held by their membersApproved Budget, and the right property to restrict the transfer of interests in such members, except for any Transfer that is specifically permitted be acquired pursuant to Article 7 hereofany alteration or Restoration made pursuant to the terms of this Agreement, which approval shall not be unreasonably withheld, conditioned or delayed. The rights described above in this Section 10.25 may be exercised by any entity which owns and controls, directly or indirectly, substantially all of the interests in Lender.

Certain Additional Rights of Lender (VCOC). Notwithstanding anything to the contrary which may be contained in this Agreement, to the extent Lender or any Person who Controls Lender is a “venture capital operating company” within the meaning of 29 C.F.R. Section 2510.3-101, Lender shall have: (ia) upon not less than fifteen (15) Business Days’ prior written notice to Xxxxxxxx, the right to routinely request and to hold a meeting at mutually agreeable times, and not more than four (4) times during any calendar year to consult with an officer of Borrower that is familiar with the financial condition of each Borrower and advise Borrower’s the operation of the Individual Properties and Ashford Keys Senior Operating Lessee’s management is otherwise reasonably acceptable to Lender regarding the such significant business activities and business and financial developments of Borrower and Ashford Keys Senior Operating Lessee, as are specified by Xxxxxx in writing in the request for such meeting; provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substancessubstances and provided further that neither the Borrower nor its designated representative shall be under any obligation to follow or implement any advice or recommendations of the Lender. Consultation meetings should occur on a regular basis (no less frequently than quarterly) with The rights of the Lender having provided in this Agreement are expressly limited to consultation, and shall not include any other rights or obligations, including without limitation, any right or obligation to supervise or conduct any aspect of the right to call special meetings at any reasonable times;Borrower’s business or operations; and (iib) the right, in accordance with the terms of Section 5.1.11(a) of this Agreement, to examine the books and records of Borrower and Ashford Keys Senior Operating Lessee at any time reasonable times upon reasonable notice; (iii) the right, in accordance provided that any such examination shall be conducted so as not to unreasonably interfere with the terms of this Agreement, to receive monthly, quarterly and year-end financial reports, including balance sheets, statements of income, shareholder’s equity and cash flow, a management report and schedules of outstanding indebtedness; (iv) the right, without restricting any other right of Lender under this Agreement (including any similar right), to restrict, upon the occurrence of a material Event of Default, Borrower’s and Ashford Keys Senior Operating Lessee’s payments of management consulting, director or similar fees to affiliates business of Borrower (or their personnel); (v) the right, without restricting any Tenants or other rights of Lender under this Agreement (including any similar right), to approve any acquisition by Borrower and Ashford Keys Senior Operating Lessee occupants of any other significant property (other than personal property required for the day to day operation of the Individual Property); (vi) the right, without restricting any other rights of Lender under this Agreement (including any similar right), in the event of certain material Events of Default, to vote the owners’ interests in Borrower and Ashford Keys Senior Operating Lessee pursuant to irrevocable proxies granted, at the request of Lender in advance for this purpose; and (vii) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict the transfer of voting interests in Borrower and Ashford Keys Senior Operating Lessee held by their members, and the right to restrict the transfer of interests in such members, except for any Transfer that is specifically permitted pursuant to Article 7 hereof. The rights described above in this Section 10.25 may be exercised by Xxxxxx on behalf of any entity Person which owns Controls Lender. The Lender and controlseach such Person agrees to hold in confidence any confidential information provided to or learned by the Lender or the Person or its designated representative in connection with the rights under this Agreement; provided that nothing herein shall prevent any Lender from disclosing any such information (a) to any loan participant, directly provided that such participants use such information solely in connection with their ownership of their interest in the Loan, (b) subject to an agreement to comply with the provisions of this Section 10.25, to any prospective participant or indirectlytransferee of an interest in the Loan, substantially all (c) to its employees, directors, agents, attorneys, accountants and other professional advisors or those of any of its Affiliates, (d) upon the interests request or demand of any Governmental Authority or as may otherwise be required pursuant to any Legal Requirement, (e) if requested or required to do so in Lender.connection with any litigation or similar proceeding, (f) that has been publicly disclosed, or (g) in connection with the exercise of any remedy hereunder or under any other Loan Document. Section

Certain Additional Rights of Lender (VCOC). Notwithstanding anything to the contrary which may be contained in this Agreement, Lender shall have: (ia) the right to routinely consult with and advise Borrower’s and Ashford Keys Senior Operating Lessee’s management regarding the significant business activities and business and financial developments of Borrower and Ashford Keys Senior Operating Lessee, Borrower; provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substances, provided, further, that such consultations shall, in no way (1) create any obligation on the part of Borrower or Borrower’s management to implement any recommendations or other suggestions, (2) expand the approval rights of Lender beyond the matters which expressly require Lender’s approval under this Agreement, or modify the applicable approval standard with respect thereto, (3) require any additional reporting or delivery of other information to Lender beyond the reporting obligations expressly set forth in Section 5.1.1 of this Agreement, or (4) interfere with the ordinary course of Borrower’s business or operation of the Property. Consultation meetings should occur on a regular basis (no less frequently than quarterly) with Lender having the right upon at least thirty (30) days’ prior written notice to call special Borrower, (such consultation meetings at any reasonable timesmay occur telephonically); (iib) the right, in accordance with the terms of this AgreementAgreement (and without expanding any rights of Lender, or obligations of Borrower, hereunder), to examine the books and records of Borrower and Ashford Keys Senior Operating Lessee at any time reasonable times upon reasonable advance written notice; (iiic) the right, in accordance with the terms of this AgreementAgreement (and without expanding any rights of Lender, or obligations of Borrower, hereunder), to receive monthly, quarterly and year-end financial reports, including balance sheets, statements of income, shareholder’s equity and cash flow, a management report and schedules of outstanding indebtedness;the reports expressly required to be prepared by Borrower and/or Guarantor pursuant to Section 5.1.11 hereof; and (iv) the right, without restricting any other right of Lender under this Agreement (including any similar right), to restrict, upon the occurrence of a material Event of Default, Borrower’s and Ashford Keys Senior Operating Lessee’s payments of management consulting, director or similar fees to affiliates of Borrower (or their personnel); (vd) the right, without restricting any other rights of Lender under this Agreement (including any similar right)) and without restricting any rights of Borrower under this Agreement, to approve any acquisition by Borrower and Ashford Keys Senior Operating Lessee of any other significant property (other than personal property required for or incidental to the day to day operation of the Property); (vi) the right, without restricting any other rights of Lender under this Agreement (including any similar right), in the event of certain material Events of Default, to vote the owners’ interests in Borrower and Ashford Keys Senior Operating Lessee pursuant to irrevocable proxies granted, at the request of Lender in advance for this purpose; and (vii) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict the transfer of voting interests in Borrower and Ashford Keys Senior Operating Lessee held by their members, and the right to restrict the transfer of interests in such members, except for any Transfer that is specifically permitted pursuant to Article 7 hereof. The rights described above may be exercised by any entity which owns and controls, directly or indirectly, substantially all of the interests in Lender.

Certain Additional Rights of Lender (VCOC). Notwithstanding anything to the contrary which may be contained in this Agreement, to the extent Lender or any Person who Controls Lender is a “venture capital operating company” within the meaning of 29 C.F.R. Section 2510.3-101, Lender shall have: (ia) upon not less than fifteen (15) Business Days’ prior written notice to Borrower, the right to routinely request and to hold a meeting at mutually agreeable times, and not more than four (4) times during any calendar year to consult with an officer of Borrower that is familiar with the financial condition of each Borrower and advise Borrower’s the operation of the Individual Properties and Ashford Keys Senior Operating Lessee’s management is otherwise reasonably acceptable to Lender regarding the such significant business activities and business and financial developments of Borrower and Ashford Keys Senior Operating Lessee, as are specified by Lender in writing in the request for such meeting; provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substancessubstances and provided further that neither the Borrower nor its designated representative shall be under any obligation to follow or implement any advice or recommendations of the Lender. Consultation meetings should occur on a regular basis (no less frequently than quarterly) with The rights of the Lender having provided in this Agreement are expressly limited to consultation, and shall not include any other rights or obligations, including without limitation, any right or obligation to supervise or conduct any aspect of the right to call special meetings at any reasonable times;Borrower’s business or operations; and (iib) the right, in accordance with the terms of Section 5.1.11(a) of this Agreement, to examine the books and records of Borrower and Ashford Keys Senior Operating Lessee at any time reasonable times upon reasonable notice; (iii) the right, in accordance provided that any such examination shall be conducted so as not to unreasonably interfere with the terms of this Agreement, to receive monthly, quarterly and year-end financial reports, including balance sheets, statements of income, shareholder’s equity and cash flow, a management report and schedules of outstanding indebtedness; (iv) the right, without restricting any other right of Lender under this Agreement (including any similar right), to restrict, upon the occurrence of a material Event of Default, Borrower’s and Ashford Keys Senior Operating Lessee’s payments of management consulting, director or similar fees to affiliates business of Borrower (or their personnel); (v) the right, without restricting any Tenants or other rights of Lender under this Agreement (including any similar right), to approve any acquisition by Borrower and Ashford Keys Senior Operating Lessee occupants of any other significant property (other than personal property required for the day to day operation of the Individual Property); (vi) the right, without restricting any other rights of Lender under this Agreement (including any similar right), in the event of certain material Events of Default, to vote the owners’ interests in Borrower and Ashford Keys Senior Operating Lessee pursuant to irrevocable proxies granted, at the request of Lender in advance for this purpose; and (vii) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict the transfer of voting interests in Borrower and Ashford Keys Senior Operating Lessee held by their members, and the right to restrict the transfer of interests in such members, except for any Transfer that is specifically permitted pursuant to Article 7 hereof. The rights described above in this Section 10.25 may be exercised by Lender on behalf of any entity Person which owns Controls Lender. The Lender and controlseach such Person agrees to hold in confidence any confidential information provided to or learned by the Lender or the Person or its designated representative in connection with the rights under this Agreement; provided that nothing herein shall prevent any Lender from disclosing any such information (a) to any loan participant, directly provided that such participants use such information solely in connection with their ownership of their interest in the Loan, (b) subject to an agreement to comply with the provisions of this Section 10.25, to any prospective participant or indirectlytransferee of an interest in the Loan, substantially all (c) to its employees, directors, agents, attorneys, accountants and other professional advisors or those of any of its Affiliates, (d) upon the interests request or demand of any Governmental Authority or as may otherwise be required pursuant to any Legal Requirement, (f) if requested or required to do so in Lenderconnection with any litigation or similar proceeding, (g) that has been publicly disclosed, or (h) in connection with the exercise of any remedy hereunder or under any other Loan Document.

Certain Additional Rights of Lender (VCOC). The Borrower acknowledges that one of the Lenders (or its direct or indirect member or partner) intends to qualify as a “venture capital operating company” (as defined in the Department of Labor regulations located at 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA) (such Lender referred to in this paragraph as the “VCOC Lender”). Notwithstanding anything to the contrary which may be contained in this Agreement, the VCOC Lender shall havehave the following rights: (ia) the right to routinely consult with and advise the Borrower’s and Ashford Keys Senior Operating Lessee’s management regarding the significant business activities and business and financial developments of Borrower and Ashford Keys Senior Operating Lesseethe Borrower, provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substances. Consultation meetings should occur on a regular basis (no less frequently than quarterly) with the VCOC Lender having the right to call special meetings to facilitate such consultation and advice at any reasonable timestimes and upon reasonable advance notice, provided that (i) such meetings generally shall not occur more than once per quarter and (ii) such meetings may take place in person, via telephone or video conference; (b) the right to visit and inspect the Borrower’s facilities and to inspect and examine the books and records of the Borrower in each case at reasonable times and upon reasonable advance notice, provided that (i) such visitation and inspection generally shall not occur more than once per quarter and (ii) the Borrower shall not be required to provide access to highly confidential or proprietary information; (c) the right, in accordance with the terms of this Agreement, to examine the books and records of Borrower and Ashford Keys Senior Operating Lessee at any time upon reasonable notice; (iii) the right, in accordance with the terms of this Agreement, Agreement to receive monthly, quarterly and year-end financial reports, including balance sheets, statements of income, shareholder’s equity and cash flow, a management report and schedules of outstanding indebtedness; (iv) the right, without restricting any other right of Lender under this Agreement (including any similar right), to restrict, upon the occurrence of a material Event of Default, Borrower’s and Ashford Keys Senior Operating Lessee’s payments of management consulting, director or similar fees to affiliates of Borrower (or their personnel); (v) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any acquisition by Borrower and Ashford Keys Senior Operating Lessee of any other significant property (other than personal property required for the day to day operation of the Property); (vi) the right, without restricting any other rights of Lender under this Agreement (including any similar right), in the event of certain material Events of Default, to vote the owners’ interests in Borrower and Ashford Keys Senior Operating Lessee pursuant to irrevocable proxies granted, at the request of Lender in advance for this purpose; and (viid) the rightBorrower shall use its reasonable best efforts to provide the VCOC Lender with true and correct copies of all documents, without restricting any reports, financial data and other information regarding the Borrower as the VCOC Lender may reasonably request, provided that the Borrower shall not be required to provide access to highly confidential or proprietary information. The Borrower agrees to cause its management to consider, in good faith, the recommendations of the VCOC Lender provided to the Borrower in connection with the exercise of the foregoing rights, provided that the Borrower retains ultimate discretion with respect to all such matters. All rights of granted to the VCOC Lender under this Agreement (including paragraph are in addition to any similar right)rights granted to the VCOC Lender in any other capacity and nothing herein shall be construed to limit, to restrict the transfer of voting interests in Borrower and Ashford Keys Senior Operating Lessee held by their members, and the right to restrict the transfer of interests in or impair any such members, except for any Transfer that is specifically permitted pursuant to Article 7 hereof. The rights described above may be exercised by any entity which owns and controls, directly or indirectly, substantially all of the interests in VCOC Lender.

Certain Additional Rights of Lender (VCOC). Notwithstanding anything to the contrary which may be contained in this Agreementthe Loan Documents, Lender shall have: (ia) the right to routinely consult with and advise Borrower’s and Ashford Keys Senior Operating Lessee’s management regarding the significant business activities and business and financial developments of Borrower Borrower, including, but not limited to, with respect to (i) annual operating and Ashford Keys Senior Operating Lesseecapital budgets, (ii) insurance, (iii) material leases and lease forms, (iv) property management and leasing agents and amendments, modifications or termination of any agreements with such agents, and (v) changes in business; provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substances. Consultation meetings should occur on a regular basis (no less frequently than quarterly) with Lender having the right to call special meetings at any reasonable timestimes upon reasonable notice; (iib) the right, in accordance with the terms of this Agreement, to examine the books and records of Borrower and Ashford Keys Senior Operating Lessee at any time reasonable times upon reasonable notice; (iiic) the right, in accordance with the terms of this Agreement, including, without limitation, Section 4.1.7 hereof, to receive monthly, quarterly and year-end financial reports, including balance sheets, statements of income, shareholder’s equity and cash flow, a management report and schedules of outstanding indebtedness;; and (iv) the right, without restricting any other right of Lender under this Agreement (including any similar right), to restrict, upon the occurrence of a material Event of Default, Borrower’s and Ashford Keys Senior Operating Lessee’s payments of management consulting, director or similar fees to affiliates of Borrower (or their personnel); (vd) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any acquisition by Borrower and Ashford Keys Senior Operating Lessee of any other significant property (other than personal property required for the day to day operation of the Property); (viProperties) the right, without restricting any other rights of Lender under this Agreement (including any similar right), in the event of certain material Events of Default, to vote the owners’ interests in Borrower and Ashford Keys Senior Operating Lessee pursuant to irrevocable proxies granted, at the request of Lender in advance for this purpose; and (vii) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to restrict the transfer of voting interests in Borrower and Ashford Keys Senior Operating Lessee held by their members, and the right to restrict the transfer of interests in such members, except for any Transfer that is specifically permitted pursuant to Article 7 hereoffinancing and/or Indebtedness with respect thereto. The rights described above in this Section 11.29 may be exercised by any entity which owns and controls, directly or indirectly, substantially all of the interests in Lender. As used in this Section 11.29, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management, policies or activities of a Person, whether through ownership of voting securities, by contract or otherwise.