Common use of FF&E Reserve Clause in Contracts

FF&E Reserve. Tenant shall cause Manager to establish and maintain a reserve account (the "FF&E Reserve") in accordance with the terms of the Management Agreement and to deposit into such account during each Fiscal Year monies for the account of Landlord (which amounts shall be funds of Landlord for all purposes and shall be reimbursed to Tenant in accordance with Section 3.1.6(f)) in the amount required to be maintained pursuant to the Management Agreement and in accordance with established custom of Manager prior to the Commencement Date. Landlord shall be responsible for the payment of all amounts required to be paid by "Owner" (as defined in the Management Agreement) pursuant to the Management Agreement to fund the FF&E Reserve, including, without limitation, any deficits therein, and for paying for all FF&E necessary for the continued operation of the Facility in accordance with First Class Operating Standards, subject to the provisions of Schedule 22.2. Tenant shall make no expenditure for replacement of ------------- FF&E in excess of the amounts in the FF&E Reserve without first obtaining the written approval of Landlord (unless Tenant makes such expenditures from its own funds without any right to reimbursement hereunder). In the event Tenant funds any amounts required to be funded by Landlord for FF&E pursuant hereto or by "Owner" pursuant to the Management Agreement which Landlord has approved, Tenant shall receive a reimbursement in accordance with Section 3.1.6(f) hereof. Any additions to or replacements of furniture, fixtures, and equipment located at the Leased Property shall become part of the FF&E which is owned by Landlord, subject to the limitations set forth in Schedule 22.2 hereof. Throughout the ------------- Term of this Lease, Tenant shall, at its sole cost and expense but subject to the terms hereof and of the Management Agreement, cause all of the items of FF&E to be in proper working order and in good condition (ordinary wear and tear excepted).

FF&E Reserve. Certain Entities comprising Landlord have previously established the FF&E Reserve for each Senior Housing Property. Tenant shall shall, as Additional Charges, with respect to each Lease Year, or portion thereof, deposit, or cause Manager to establish and maintain a reserve account (be deposited, the "FF&E Reserve") in accordance with Reserve Payment into the terms FF&E Reserve for each Senior Housing Property, of the Management Agreement and to deposit into such account during each Fiscal Year monies for the account of Landlord (which amounts shall be applied to (a) replacements and renewals to such Property’s furniture, furnishings, fixtures, soft goods, case goods, vehicles and equipment, but specifically excluding any fixed asset supplies or software, and (b) routine repairs and maintenance to the Facility located on such Property which are normally capitalized under GAAP, such as exterior and interior repainting, resurfacing building walls, floors, roofs and parking areas, and replacing folding walls and the like, but which are not major repairs, alterations, improvements, renewals or replacements to such Facility’s building’s structure or exterior façade or to its mechanical, electrical, heating, ventilating, air conditioning, plumbing or vertical transportation systems. Any additional funds required for repairs, maintenance, renovations and replacements to and at any Senior Housing Property in excess of Landlord those on deposit for all purposes and such Property in the applicable FF&E Reserve shall be reimbursed to Tenant advanced in accordance with Section 3.1.6(f5.1.3(b). Tenant shall prepare, with respect to each Senior Housing Property, an estimate (the “FF&E Estimate”) in of FF&E Reserve expenditures necessary at such Property during the amount required ensuing Fiscal Year, and shall submit such FF&E Estimate to Landlord, on or before December 1 of the preceding Lease Year, for its review and approval, which approval shall not be unreasonably withheld, delayed or conditioned. In the event that Landlord shall fail to respond within thirty (30) days after receipt of the FF&E Estimate, such FF&E Estimate shall be deemed approved by Landlord. Tenant shall, consistent with the FF&E Estimate approved by Landlord, from time to time make expenditures from the FF&E Reserve to be maintained pursuant applied to the Management Agreement cost of repairs, maintenance, renovations and replacements to and at such Property in accordance with established custom this Agreement provided that Tenant shall not materially deviate from the FF&E Estimate approved by Landlord without the prior approval of Manager prior Landlord, which approval shall not be unreasonably withheld, delayed or conditioned, except in the case of emergency where immediate action is necessary to prevent imminent harm to person or property. All amounts from the Commencement Date. Landlord FF&E Reserve shall be responsible for the payment paid to Persons who are not Affiliated Persons of all amounts required to be paid Tenant without xxxx-up or allocated internal costs by "Owner" (as defined in the Management Agreement) pursuant to the Management Agreement to fund the FF&E ReserveTenant or its Affiliated Persons. On and before September 30, including2002, without limitation, any deficits therein, and for paying for all FF&E necessary for the continued operation of the Facility in accordance with First Class Operating Standards, subject to the provisions of Schedule 22.2. Tenant shall make no expenditure for replacement of ------------- FF&E in excess of the amounts funds in the FF&E Reserve without first obtaining and all property purchased with those funds shall be the written approval property of Landlord (unless and all FF&E Reserve Payments shall constitute Additional Charges. After September 30, 2002, funds deposited in the FF&E Reserve and all property purchased with those funds deposited after September 30, 2002 shall be the property of Tenant. Upon the expiration or sooner termination of this Agreement, funds in the FF&E Reserve and all property purchased with those funds during the Term shall be paid, granted and assigned to Landlord as Additional Charges. Tenant makes agrees that it will, from time to time, execute such expenditures from its own funds without any right to reimbursement hereunder). In the event Tenant funds any amounts required to reasonable documentation as may be funded requested by Landlord for and/or any Superior Mortgagee to assist Landlord and/or any Superior Mortgagee in establishing or perfecting the Superior Mortgagee’s security interest in Landlord’s residual interest in the funds which are in the FF&E pursuant hereto or by "Owner" pursuant to the Management Agreement which Landlord has approvedReserve; provided, Tenant however, that no such documentation shall receive a reimbursement in accordance with Section 3.1.6(f) hereof. Any additions contain any amendment to or replacements modification of furniture, fixtures, and equipment located at the Leased Property shall become part any of the FF&E which is owned by Landlord, subject to the limitations set forth in Schedule 22.2 hereof. Throughout the ------------- Term provisions of this Lease, Tenant shall, at its sole cost and expense but subject to the terms hereof and of the Management Agreement, cause all of the items of FF&E to be in proper working order and in good condition (ordinary wear and tear excepted).

FF&E Reserve. Tenant shall cause Manager to establish and maintain a reserve account (the "FF&E ReserveRESERVE") in accordance with the terms of the Management Agreement and to deposit into such account during each Fiscal Year monies for the account of Landlord (which amounts shall be funds of Landlord for all purposes and shall be reimbursed credited against the Rent obligation of Tenant pursuant to Tenant in accordance with Section 3.1.6(f)) in the amount required to be maintained pursuant to the Management Agreement and in accordance with established custom of Manager prior to the Commencement Date. Landlord shall be responsible for the payment of all amounts required to be paid by "Owner" (as defined in the Management Agreement) pursuant to the Management Agreement to fund the FF&E Reserve, including, without limitation, any deficits therein, and for paying for all FF&E necessary for the continued operation of the Facility in accordance with First Class Operating Standards, subject to the provisions of Schedule 22.2. Tenant shall ------------- make no expenditure for replacement of ------------- FF&E in excess of the amounts in the FF&E Reserve without first obtaining the written approval of Landlord (unless Tenant makes such expenditures from its own funds without any right to reimbursement hereunder). In the event Tenant funds any amounts required to be funded by Landlord for FF&E pursuant hereto or by "Owner" pursuant to the Management Agreement which Landlord has approved, Tenant shall receive a reimbursement in accordance with Section 3.1.6(f) hereof. Any additions to or replacements of furniture, fixtures, and equipment located at the Leased Property shall become part of the FF&E which is owned by Landlord, subject to the limitations set forth in Schedule 22.2 hereof. Throughout the ------------- Term of this Lease, Tenant shall, at its ------------- sole cost and expense but subject to the terms hereof and of the Management Agreement, cause all of the items of FF&E to be in proper working order and in good condition (ordinary wear and tear excepted).

FF&E Reserve. Tenant shall cause Manager to establish and maintain (a) Upon execution of this Lease, Lessee has established a reserve account (the "FF&E Reserve") in accordance with the terms a bank designated by Lessee and approved by Lessor. The purpose of the Management Agreement FF&E Reserve is to cover the cost of: (i) replacements and renewals of the Hotel's Furniture and Equipment and Fixtures; (ii) certain routine repairs and maintenance to deposit into any Hotel building which are normally capitalized under GAAP such account during each Fiscal Year monies for as exterior and interior repainting, resurface building walls, floors, roofs and parking areas, and replacing folding walls and the account of Landlord like; and (which amounts shall iii) major repairs, alterations, improvements to the Hotel's buildings, structure, roof, or exterior facade, or to its mechanical, electrical, heating, ventilating, air conditioning, plumbing or vertical transportation systems. Lessee agrees that it will, from time to time, execute such reasonable documentation as may be funds of Landlord for all purposes requested by Lessor and shall be reimbursed any Lessor mortgagee to Tenant assist Lessor and such Lessor mortgagee in accordance with Section 3.1.6(f)) establishing or perfecting Lessor mortgagee's security interest in Lessor's residual interest in the amount required to be maintained pursuant to the Management Agreement and funds which are in accordance with established custom of Manager prior to the Commencement Date. Landlord shall be responsible for the payment of all amounts required to be paid by "Owner" (as defined in the Management Agreement) pursuant to the Management Agreement to fund the FF&E Reserve; provided, includinghowever, without limitation, that no such documentation shall contain any deficits therein, and for paying for all FF&E necessary for the continued operation amendment to or modification of the Facility in accordance with First Class Operating Standards, subject to any of the provisions of Schedule 22.2this Lease. Tenant shall make no expenditure for replacement of ------------- FF&E in excess of It is acknowledged and agreed, that during the amounts Term, funds in the FF&E Reserve without first obtaining are the written approval property of Landlord Lessee. (unless Tenant makes b) Throughout the Term, Lessee shall, on behalf of Lessor, transfer (within ten (10) Business Days after the end of each calendar month during the Term) into the FF&E Reserve an amount equal to __% of Room Revenues for such calendar month. Lessee's obligation to pay Base Rent as set forth in Section 3.1(a) hereof shall be offset each month by the amount so deposited into the FF&E Reserve. Together with the documentation provided to Lessor pursuant to Section 3.1, Lessee shall also deliver to Lessor an Officer's Certificate setting forth the total amount of deposits made to and expenditures from the FF&E Reserve for the preceding Fiscal Year, together with a reconciliation of such expenditures from with the FF&E Estimate (as defined below). (c) With respect to each Fiscal Year during the Term, Lessee shall prepare an estimate (the "FF&E Estimate") of FF&E Reserve expenditures necessary during the ensuing Fiscal Year, and shall submit such FF&E Estimate to Lessor, on or before December 1st of the preceding Fiscal Year, for its own funds without any right to reimbursement hereunder)review and approval, which approval shall not be unreasonably withheld. In the event Tenant that Lessor shall fail to respond within thirty (30) days after receipt of the FF&E Estimate, such FF&E Estimate shall be deemed approved by Lessor. All expenditures from the FF&E Reserve shall be (as to both the amount of such expenditure and the timing thereof) both reasonable and necessary, given the objective that the Hotel be maintained and operated to a standard comparable to competitive hotels. All amounts from the FF&E Reserve shall be paid to Persons who are not Affiliates of Lessee without markup or allocated internal costs by Lessee or its Affiliates. (d) Lessee shall, consistent with the FF&E Estimate approved by Lessor, from time to time make expenditures from the FF&E Reserve as it deems necessary provided that Lessee shall not materially deviate from the FF&E Estimate approved by Lessor without the prior approval of Lessor, which approval shall not be unreasonably withheld, except in the case of emergencies where immediate action is necessary to prevent imminent harm to person or property. (e) Upon the expiration of the Term, funds any amounts required in the FF&E Reserve and all property purchased with funds from the FF&E Reserve during the Term shall be paid, granted and assigned to be funded by Landlord for FF&E pursuant hereto or by "Owner" pursuant Lessor. (f) Notwithstanding anything to the contrary contained in this Section 9.2, so long as the Management Agreement which Landlord has approvedis in full force and effect and Manager is maintaining the reserves required thereunder, Tenant shall receive a reimbursement in accordance with Section 3.1.6(f) hereof. Any additions Lessee's obligation to or replacements of furniture, fixtures, and equipment located at the Leased Property shall become part of maintain the FF&E which is owned by Landlord, subject Reserve and other obligations under this Section 9.2 shall be deemed to the limitations set forth in Schedule 22.2 hereof. Throughout the ------------- Term of this Lease, Tenant shall, at its sole cost and expense but subject to the terms hereof and of the Management Agreement, cause all of the items of FF&E to be in proper working order and in good condition (ordinary wear and tear excepted)have been met.

FF&E Reserve. (a) In order to maintain an active reserve for the maintenance and repair of the Hotel Property, including, but not limited to, the replacement of FF&E, on or before the twentieth (20th) day of each calendar month during the Loan Term, Borrower shall deposit or cause to be deposited into the Reserve Fund (defined in the Management Agreement) (hereinafter, the “FF&E Reserve”) an amount equal to the amount of Operating Revenues required to be deposited into the FF&E Reserve pursuant to the terms of the Management Agreement (each such deposit, an “FF&E Reserve Deposit”). Borrower shall cause Master Tenant to cause Hotel Manager to maintain the FF&E Reserve in accordance with the Management Agreement. The depository institution or commercial bank at which the FF&E Reserve is held (the “Deposit Bank”), shall have provided Lender with a controlled account agreement acceptable to Lender (in its reasonable discretion) with respect to the FF&E Reserve (the “Deposit Agreement”). Borrower shall cause Master Tenant to grant Lender a first priority security interest in the FF&E Reserve and all deposits at any time contained therein and the proceeds thereof, and to take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the FF&E Reserve. Any interest that accrues on the funds in the FF&E Reserve shall remain in the FF&E Reserve and shall, except as may be required by applicable law or if an Event of Default has occurred and is continuing, be for the benefit of Master Tenant. The proceeds from the sale of any FF&E no longer needed for the operation of the Hotel Property shall be deposited into the FF&E Reserve and such proceeds shall be credited against Borrower’s obligation to make, or cause to be made, the monthly FF&E Reserve Deposits required hereunder and under the Management Agreement. (b) So long as there is no Event of Default then outstanding, Borrower and Master Tenant shall cause have access to the funds in the FF&E Reserve and may withdraw (and Borrower shall be permitted to instruct Hotel Manager to establish withdraw) funds from the FF&E Reserve without Lender’s prior consent, provided that such funds are used solely for Qualifying Expenditures. Notwithstanding the foregoing, at all times, including, without limitation, during the continuance of an Event of Default, Hotel Manager shall have the right to access and maintain a reserve account apply funds in the FF&E Reserve in such amounts and for any purpose permitted under the Management Agreement without Lender’s prior approval. (c) Upon no less than two (2) Business Days’ prior written notice to Borrower, Lender shall have the "right with respect to any Qualifying Expenditure costing in excess of One Hundred Thousand Dollars ($100,000) to inspect the Hotel Property during normal business hours and subject to all rights of occupants thereof in order to confirm that funds withdrawn from the FF&E Reserve") Reserve have been used for such Qualifying Expenditure or for such other purpose as is permitted under the Management Agreement, and that any work to the Hotel Property in connection therewith has been completed free from liens (other than those being contested in accordance with the terms of this Agreement) and defects; provided, however, unless an Event of Default exists, Lender shall not exercise its right to inspect under this Section 5.4(c) more than once in any calendar quarter. Borrower agrees to reimburse Lender promptly upon request for Lender’s reasonable actual out-of-pocket expenses incurred in connection with such inspections of the Hotel Property. (d) Upon the occurrence and during the continuance of any Event of Default, neither Borrower nor Master Tenant shall have any further right without Lender’s consent to (i) access the funds in the FF&E Reserve, or (ii) request (or to approve Hotel Manager’s request, to the extent such approval is required under the Management Agreement) for a disbursement from the FF&E Reserve for a Qualifying Expenditure or for any other purpose, in each case to the extent such request disbursement is discretionary in nature under the Management Agreement. Notwithstanding the foregoing, during the continuance of any such Event of Default, Hotel Manager may continue to withdraw funds from the FF&E Reserve for Qualifying Expenditures and for such other expenditures that are mandatory under the Management Agreement and to deposit into such account during each Fiscal Year monies for over which neither Master Tenant nor Borrower have any consent or approval rights. Upon completion of foreclosure under the account Deed of Landlord (which amounts shall be Trust or Lender’s acceptance of a deed in lieu thereof, funds of Landlord for all purposes and shall be reimbursed to Tenant in accordance with Section 3.1.6(f)) in the amount required to be maintained pursuant to the Management Agreement and in accordance with established custom of Manager prior to the Commencement Date. Landlord shall be responsible for the payment of all amounts required to be paid by "Owner" (as defined in the Management Agreement) pursuant to the Management Agreement to fund the FF&E Reserve, including, without limitation, any deficits therein, and for paying for all FF&E necessary for the continued operation of the Facility in accordance with First Class Operating Standards, subject to the provisions of Schedule 22.2. Tenant shall make no expenditure for replacement of ------------- FF&E in excess of the amounts in the FF&E Reserve without first obtaining the written approval of Landlord (unless Tenant makes such expenditures from its own funds without or any right portion thereof) shall be made available to reimbursement hereunder). In the event Tenant funds any amounts required to be funded by Landlord for FF&E pursuant hereto or by "Owner" Hotel Manager pursuant to the Management Agreement which Landlord has approved, Tenant shall receive a reimbursement in accordance with Section 3.1.6(f) hereof. Any additions to or replacements of furniture, fixtures, and equipment located at the Leased Property shall become part of the FF&E which is owned by Landlord, subject to the limitations set forth in Schedule 22.2 hereof. Throughout the ------------- Term of this Lease, Tenant shall, at its sole cost and expense but subject to the terms hereof and of the Management Agreement. Once the Indebtedness is paid in full, cause all the remaining balance in the FF&E Reserve shall promptly be returned to Borrower. In no event shall funds in the FF&E Reserve be applied by Lender to pay down the Loan while an Event of the items of FF&E to be in proper working order and in good condition (ordinary wear and tear excepted)Default Exists or upon foreclosure.

FF&E Reserve. (i) Replacements and renewals to the Hotel's furnishings, fixtures and equipment; (ii) Certain routine repairs and maintenance to the Hotel building which are normally capitalized under GAAP such as exterior and interior repainting, resurfacing building walls, floors, roofs and parking areas, and replacing folding walls and the like; and (iii) Major repairs, alterations, improvements, renewals or replacements to the Hotel's buildings' structure, roof, or exterior facade, or to its mechanical, electrical, heating, ventilating, air conditioning, plumbing or vertical transportation systems. Tenant agrees that it will, from time to time, execute such reasonable documentation as may be requested by Landlord and any Hotel Mortgagee to assist Landlord and such Hotel Mortgagee in establishing or perfecting its security interest in Landlord's residual interest in the funds which are in the FF&E Reserve, it being acknowledged and agreed that the funds in the FF&E Reserve are the property of Tenant; provided, however, that no such documentation shall contain any amendment or modification of any of the provisions of this Agreement. It is understood and agreed that, during the Term, the FF&E Reserve may not be applied against debts secured by a Hotel Mortgage nor shall any Hotel Mortgagee have the right to approve the release of such funds pursuant to the terms of this Agreement unless and until Landlord shall default in its obligations to such Hotel Mortgagee. (c) Each year, on or before December 1 of the preceding year, Tenant shall cause Manager to establish and maintain a reserve account prepare an estimate (the "FF&E ReserveEstimate") in accordance of FF&E Reserve expenditures necessary during the ensuing Fiscal Year, and shall submit such FF&E Estimate to Landlord for its review and approval, which approval shall not be unreasonably withheld or delayed. In the event Landlord shall fail to respond within thirty (30) days after receipt of the FF&E Estimate, such FF&E Estimate shall be deemed approved by Landlord. All expenditures from the FF&E Reserve shall be (as to both the amount of each such expenditure and the timing thereof) both reasonable and necessary, given the objective that the Hotel will be maintained and operated to a standard comparable to competitive hotels. (d) Tenant shall, consistent with the terms FF&E Estimate approved by Landlord, from time to time make expenditures from the FF&E Reserve as it deems necessary provided that Tenant shall not materially deviate from the FF&E Estimate approved by Landlord without the prior approval of the Management Agreement and to deposit into such account during each Fiscal Year monies for the account of Landlord (which amounts shall be funds of Landlord for all purposes and shall be reimbursed to Tenant in accordance with Section 3.1.6(f)) Landlord, except in the amount required case of emergency where immediate action is necessary to be maintained pursuant prevent imminent danger to person or property. (e) Upon the Management Agreement and in accordance with established custom expiration or sooner termination of Manager prior to the Commencement Date. Landlord shall be responsible for the payment of all amounts required to be paid by "Owner" (as defined in the Management this Agreement) pursuant to the Management Agreement to fund the FF&E Reserve, including, without limitation, any deficits therein, and for paying for all FF&E necessary for the continued operation of the Facility in accordance with First Class Operating Standards, subject to the provisions of Schedule 22.2. Tenant shall make no expenditure for replacement of ------------- FF&E in excess of the amounts funds in the FF&E Reserve without first obtaining and all property purchased with funds from the written approval of FF&E Reserve during the Term shall be paid, granted and assigned to Landlord as Additional Charges. (unless Tenant makes such expenditures from its own funds without any right to reimbursement hereunder). In f) It is understood and agreed that the event Tenant funds any amounts required to be funded by Landlord for FF&E pursuant hereto or by "Owner" Reserve pursuant to this Agreement and the Management Agreement which Landlord has approved, Tenant Other Leases shall receive be maintained on a reimbursement in accordance with Section 3.1.6(f) hereof. Any additions to or replacements of furniture, fixtures, and equipment located at the Leased Property shall become part of the FF&E which is owned by Landlord, subject to the limitations set forth in Schedule 22.2 hereof. Throughout the ------------- Term of this Lease, Tenant shall, at its sole cost and expense but subject to the terms hereof and of the Management Agreement, cause all of the items of FF&E to be in proper working order and in good condition (ordinary wear and tear excepted)consolidated basis.

FF&E Reserve. (a) Upon execution of this Agreement, Tenant shall cause Manager to establish and maintain has established a reserve account (the "FF&E Reserve") in accordance with the terms a bank designated by Tenant and approved by Landlord. The purpose of the Management Agreement FF&E Reserve is to cover the cost of: (i) Replacements and renewals to deposit into any Hotel's furnishings, fixtures and equipment; (ii) Certain routine repairs and maintenance to any Hotel building which are normally capitalized under GAAP such account during each Fiscal Year monies for as exterior and interior repainting, resurfacing building walls, floors, roofs and parking areas, and replacing folding walls and the account of like; and (iii) Major repairs, alterations, improvements, renewals or replacements to any Hotel's buildings' structure, roof, or exterior facade, or to its mechanical, electrical, heating, ventilating, air conditioning, plumbing or vertical transportation systems. Tenant agrees that it will, from time to time, execute such reasonable documentation as may be requested by Landlord (which amounts shall be funds of and any Hotel Mortgagee to assist Landlord for all purposes and shall be reimbursed to Tenant such Hotel Mortgagee in accordance with Section 3.1.6(f)) establishing or perfecting the Hotel Mortgagee's security interest in Landlord's residual interest in the amount required to be maintained pursuant to the Management Agreement and funds which are in accordance with established custom of Manager prior to the Commencement Date. Landlord shall be responsible for the payment of all amounts required to be paid by "Owner" (as defined in the Management Agreement) pursuant to the Management Agreement to fund the FF&E Reserve; provided, includinghowever, without limitation, that no such documentation shall contain any deficits therein, and for paying for all FF&E necessary for the continued operation amendment to or modification of the Facility in accordance with First Class Operating Standards, subject to any of the provisions of Schedule 22.2this Agreement. Tenant shall make no expenditure for replacement of ------------- FF&E in excess of It is acknowledged and agreed that, during the amounts Term, funds in the FF&E Reserve without first obtaining are the written approval property of Tenant. (b) Throughout the Term, Tenant shall transfer (within ten (10) Business Days after the end of each Accounting Period during the Term) into the FF&E Reserve an amount equal to the Applicable Percentage of Total Hotel Sales for such Accounting Period. Together with the documentation provided to Landlord (unless pursuant to Section 3.1.2(c), Tenant makes shall deliver to Landlord an Officer's Certificate setting forth the total amount of deposits made to and expenditures from the FF&E Reserve for the preceding Fiscal Year, together with a reconciliation of such expenditures from with the applicable FF&E Estimate. (c) With respect to each Lease Year, Tenant shall prepare an estimate (the "FF&E Estimate") of FF&E Reserve expenditures necessary during the ensuing Fiscal Year, and shall submit such FF&E Estimate to Landlord, on or before December 1 of the preceding Lease Year, for its own funds without any right to reimbursement hereunder)review and approval, which approval shall not be unreasonably withheld, delayed or conditioned. In the event Tenant funds any amounts required that Landlord shall fail to be funded by Landlord for FF&E pursuant hereto or by "Owner" pursuant to the Management Agreement which Landlord has approved, Tenant shall receive a reimbursement in accordance with Section 3.1.6(frespond within thirty (30) hereof. Any additions to or replacements of furniture, fixtures, and equipment located at the Leased Property shall become part days after receipt of the FF&E which is owned Estimate, such FF&E Estimate shall be deemed approved by Landlord. All expenditures from the FF&E Reserve shall be (as to both the amount of each such expenditure and the timing thereof) both reasonable and necessary, given the objective that the Hotels will be maintained and operated to a standard comparable to competitive hotels. All amounts from the FF&E Reserve shall be paid to Persons who are not Affiliated Persons of Tenant without xxxx-up or allocated internal costs by Tenant or its Affiliated Persons. (d) Tenant shall, consistent with the FF&E Estimate approved by Landlord, subject from time to time make expenditures from the FF&E Reserve as it deems necessary provided that Tenant shall not materially deviate from the FF&E Estimate approved by Landlord without the prior approval of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned, except in the case of emergency where immediate action is necessary to prevent imminent harm to person or property. (e) Upon the expiration or sooner termination of this Agreement, funds in the FF&E Reserve and all property purchased with funds from the FF&E Reserve during the Term shall be paid, granted and assigned to Landlord as Additional Charges. (f) Notwithstanding anything to the limitations contrary set forth in Schedule 22.2 hereof. Throughout the ------------- Term of this LeaseAgreement, Tenant shall, at its sole cost and expense but subject to the terms hereof and no portion of the Management AgreementFF&E Reserve may be used for "punch-list" or other initial construction items, cause all the cost of which shall be the items sole responsibility of FF&E to be in proper working order Tenant and in good condition (ordinary wear and tear excepted)its Affiliated Persons.

FF&E Reserve. (a) Upon execution of this Agreement, Tenant shall cause Manager to establish and maintain has established a reserve account (the "FF&E Reserve") in accordance with the terms a bank designated by Tenant and ------------ approved by Landlord. The purpose of the Management Agreement FF&E Reserve is to cover the cost of: (i) Replacements and renewals to deposit into such account any Hotel's furnishings, fixtures, equipment and signage (other than replacement of signage during each Fiscal Year monies the first five (5) years of the Term resulting from the change in the operating names for the account of Landlord (Hotels, which amounts shall be funds of paid for by Tenant); (ii) Certain routine repairs and maintenance to any Hotel building which are normally capitalized under GAAP such as exterior and interior repainting, resurfacing building walls, floors, roofs and parking areas, and replacing folding walls and the like; and (iii) Major repairs, alterations, improvements, renewals or replacements to any Hotel's buildings' structure, roof, or exterior facade, or to its mechanical, electrical, heating, ventilating, air conditioning, plumbing or vertical transportation systems. Tenant agrees that it will, from time to time, execute such reasonable documentation as may be requested by Landlord for all purposes and shall be reimbursed any Hotel Mortgagee to Tenant assist Landlord and such Hotel Mortgagee in accordance with Section 3.1.6(f)) establishing or perfecting the Hotel Mortgagee's security interest in Landlord's residual interest in the amount required to be maintained pursuant to the Management Agreement and funds which are in accordance with established custom of Manager prior to the Commencement Date. Landlord shall be responsible for the payment of all amounts required to be paid by "Owner" (as defined in the Management Agreement) pursuant to the Management Agreement to fund the FF&E Reserve; provided, includinghowever, without limitation, -------- ------- that no such documentation shall contain any deficits therein, and for paying for all FF&E necessary for the continued operation amendment to or modification of the Facility in accordance with First Class Operating Standards, subject to any of the provisions of Schedule 22.2this Agreement. Tenant shall make no expenditure for replacement of ------------- FF&E in excess of It is acknowledged and agreed that, during the amounts Term, funds in the FF&E Reserve without are the property of Tenant. (b) Throughout the Term, Tenant shall transfer (on the first obtaining Business Day of the written approval second succeeding Accounting Period) into the FF&E Reserve an amount equal to the greater of (x) the Applicable Percentage of Total Hotel Sales for such Accounting Period and (y) One Hundred Twenty- Five Thousand Dollars ($125,000). Together with the documentation provided to Landlord (unless pursuant to Section 3.1.2(c), Tenant makes shall deliver to Landlord ---------------- an Officer's Certificate setting forth the total amount of deposits made to and expenditures from the FF&E Reserve for the preceding Fiscal Year, together with a reconciliation of such expenditures from with the applicable FF&E Estimate. (c) With respect to each Lease Year, Tenant shall prepare an estimate (the "FF&E Estimate") of FF&E Reserve expenditures necessary ------------- during the ensuing Fiscal Year, and shall submit such FF&E Estimate to Landlord, on or before December 1 of the preceding Lease Year, for its own funds without any right to reimbursement hereunder)review and approval, which approval shall not be unreasonably withheld, delayed or conditioned. In the event Tenant funds any amounts required that Landlord shall fail to respond within twenty (20) Business Days after receipt of the FF&E Estimate, such FF&E Estimate shall be funded deemed approved by Landlord. If Landlord for shall disapprove such FF&E pursuant hereto or by "Owner" pursuant to the Management Agreement which Landlord has approvedEstimate, Tenant shall receive a reimbursement in accordance with Section 3.1.6(f) hereof. Any additions to or replacements of furniture, fixtures, and equipment located at operate the Leased Property shall become part of based on the FF&E which Estimate for the preceding year until approval thereof. The parties shall endeavor, in good faith, to agree on any disputed items as promptly as possible. All expenditures from the FF&E Reserve shall be (as to both the amount of each such expenditure and the timing thereof) both reasonable and necessary, given the objective that the Hotels will be maintained and operated to a standard comparable to competitive hotels. All amounts from the FF&E Reserve shall be paid to Persons who are not Affiliated Persons of Tenant without xxxx-up or allocated internal costs by Tenant or its Affiliated Persons except that Tenant may use Affiliated Persons to provide goods and services if Landlord has granted its prior written approval thereof or the cost is owned the lesser of (x) the lowest of two competitive bids therefor submitted by non-Affiliated Persons of Tenant and (y) fair market. (d) Tenant shall, consistent with the FF&E Estimate approved by Landlord, subject from time to time make expenditures from the limitations set forth FF&E Reserve as it deems necessary provided that Tenant shall not materially deviate from the FF&E Estimate approved by Landlord without the prior approval of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned, except in Schedule 22.2 hereof. Throughout the ------------- Term case of emergency where immediate action is necessary to prevent imminent harm to person or property. (e) Upon the expiration or sooner termination of this Lease, Tenant shall, at its sole cost and expense but subject to the terms hereof and of the Management Agreement, cause funds in the FF&E Reserve and all of property purchased with funds from the items of FF&E Reserve during the Term shall be paid, granted and assigned to be in proper working order and in good condition (ordinary wear and tear excepted)Landlord as Additional Charges.

FF&E Reserve. Tenant Borrower shall cause Manager expend for FF&E and capital improvements for the Project (i) for the Rolling Period beginning on the first day of the first month following the Opening Date, an amount equal to establish or greater than two percent (2%) of the Revenues for such Rolling Period, (ii) for the Rolling Period following the first anniversary of such date, an amount equal to or greater than three percent (3%) of the Revenues for such Rolling Period, and maintain a reserve account (iii) for the "Rolling Period following the second or any subsequent anniversary of such date, an amount equal to or greater than four percent (4%) of the Revenues for such Rolling Period. To the extent Borrower does not provide evidence, reasonably satisfactory to Administrative Agent, that Borrower has spent such sum during such applicable Rolling Period, Borrower shall pay Administrative Agent such amount not spent. Any amounts so paid to Administrative Agent are hereinafter referred to as the “FF&E Reserve") .” Administrative Agent shall hold the FF&E Reserve in accordance with the terms of the Management Agreement and to deposit into such account during each Fiscal Year monies escrow as additional collateral for the account of Landlord (which amounts shall be funds of Landlord Indebtedness for all purposes Borrower’s use to fund FF&E and shall be reimbursed to Tenant capital improvements for the Project in accordance with Section 3.1.6(f)) a future Rolling Period after Borrower has spent in the amount aggregate the amounts required to be maintained pursuant to the Management Agreement and in accordance with established custom first sentence of Manager prior this paragraph during such Rolling Period. From time to the Commencement Date. Landlord shall be responsible for the payment of all amounts required time, when Borrower is entitled to be paid by "Owner" (as defined in the Management Agreement) pursuant to the Management Agreement to fund use the FF&E Reserve, including, without limitation, any deficits therein, and for paying for all Borrower may request Administrative Agent to disburse portions of the FF&E necessary Reserve for the continued operation purpose of acquiring, repairing or replacing FF&E or other capital expenditures approved by Administrative Agent or contained in the Capital Budget. Disbursements of the Facility in accordance with First Class Operating Standards, FF&E Reserve shall be subject to the provisions of Schedule 22.2. Tenant shall make following: (i) no expenditure for replacement of ------------- FF&E in excess default under this Agreement or any of the amounts other Loan Documents shall have occurred and be continuing; (ii) each request for disbursement shall be in writing and delivered at least fifteen (15) Business Days prior to the date of any such disbursement; (iii) not more than one (1) disbursement shall be made during any calendar month nor shall any request be for an amount less than Twenty-Five Thousand and No/100 Dollars ($25,000); (iv) each disbursement request shall be accompanied by such invoices, bills of sale, cancelled checks, sworn contractor’s statements and lien waivers, as applicable, and such other evidence as Administrative Agent may reasonably request in order to confirm the amount and purpose of each such expenditure or reimbursement included in such disbursement request; and (v) each disbursement will be used solely for the acquisition of FF&E or other capital expenditures approved by Administrative Agent or contained in the Capital Budget portion of the Annual Budget. The FF&E Reserve may be commingled with the general funds of Administrative Agent and shall not be deemed to be held in trust for the benefit of Borrower. If an Event of Default occurs, Administrative Agent shall have the right to apply all or any portion of the FF&E Reserve to the obligations evidenced by the Loan Documents in such order as Administrative Agent in its sole discretion determines. Borrower shall execute such security or other agreements or authorize such UCC financing statements as Administrative Agent shall reasonably request in connection with the Administrative Agent’s security interest in the FF&E Reserve without first obtaining the written approval of Landlord (unless Tenant makes such expenditures from its own funds without any right to reimbursement hereunder). In the event Tenant funds any amounts required to be funded by Landlord for FF&E pursuant hereto or by "Owner" pursuant to the Management Agreement which Landlord has approved, Tenant shall receive a reimbursement in accordance with Section 3.1.6(f) hereof. Any additions to or replacements of furniture, fixtures, and equipment located at the Leased Property shall become part of the FF&E which is owned by Landlord, subject to the limitations set forth in Schedule 22.2 hereof. Throughout the ------------- Term of this Lease, Tenant shall, at its sole cost and expense but subject to the terms hereof and of the Management Agreement, cause all of the items of FF&E to be in proper working order and in good condition (ordinary wear and tear excepted)Reserve.

FF&E Reserve. Tenant A. Management Company shall cause Manager to establish establish, in respect of each Fiscal Year from and maintain after the Management Commencement Date, a reserve escrow account in the name of Master Tenant (the "“Reserve FF&E”) in a bank approved by Master Tenant to cover the cost of replacements and renewals to the Hotel’s FF&E. All disbursements and withdrawals from the Reserve FF&E Reserve"shall be made by representatives of Management Company whose signatures have been authorized. The Reserve FF&E shall be in an amount equal to the greater of the amount required under (i) the Franchise Agreement for the Hotel or (ii) by any Lender; provided that if such Franchise Agreement or Lender does not provide a required amount, then such amount shall be equal to 4% of Gross Revenues (to be deposited in the Reserve FF&E account at the end of each Accounting Period with the Management Company making any required adjustments at the close of the Fiscal Year). Notwithstanding the foregoing and anything to the contrary contained in this Agreement, to the extent that the Loan Documents or Franchise Agreement require that a reserve for any FF&E be established, Management Company agrees that the reserve established under such Loan Documents may be used as the Reserve FF&E for deposit of the amounts required herein. B. All amounts from time to time in the Reserve FF&E, and all interest thereon, shall at all times be owned by, and be the exclusive property of, Master Tenant, and Management Company shall make no claim thereto. Proceeds from the sale of FF&E that is no longer necessary for the operation of the Hotel, as determined by Master Tenant, in its sole discretion, shall be deposited in the Reserve FF&E, as shall any interest which accrues on amounts placed in the Reserve FF&E. Neither (i) proceeds from the disposition of any FF&E, nor (ii) interest which accrues on amounts held in the Reserve FF&E, shall either (x) result in any reduction in the required contributions to the Reserve FF&E set forth in Section 8.02 A above, or (y) be included in Gross Revenues. Management Company shall provide to Master Tenant each month a copy of the bank statement relating to the Reserve FF&E and a reconciliation of such Reserve FF&E account. C. Management Company shall prepare an estimate (the “FF&E Estimate”) of the expenditures necessary for replacement and renewal of the Hotel FF&E during the ensuing Fiscal Year, and shall submit such Estimate to Master Tenant for Master Tenant’s review and approval at the same time it submits the Annual Operating Projection described in Section 9.03, and the same approval process and standards shall apply to the FF&E Estimate as is set forth in Section 9.03. D. Management Company shall from time to time make such substitutions and replacements of or renewals to FF&E as are provided for in the FF&E Estimate approved for such Fiscal Year by Master Tenant pursuant to Section 8.02 C; provided that Management Company shall not expend more than the balance in the Reserve FF&E without the prior approval of Master Tenant. Management Company will make FF&E expenditures in accordance with the applicable FF&E Estimate, but shall be entitled to depart therefrom (but not exceeding the Reserve FF&E balance), in its reasonable discretion; provided further, that (a) such departures from the FF&E Estimate result from circumstances which could not reasonably have been foreseen at the time of the submission of such FF&E Estimate; (b) such departures from the FF&E Estimate result from any of the following: emergency circumstances, applicable legal requirements, the terms of any Franchise Agreement, and/or any other requirements for the continued safe and orderly operation of the Hotel; (c) such departures, in the aggregate, do not cause FF&E expenditures to deviate from the FF&E Estimate by more than the lessor of (i) the amount permitted by any Loan Documents, and (ii) ten percent (10%); and (d) Management Agreement Company has submitted to Master Tenant a revised FF&E Estimate setting forth and to deposit into explaining such account during departures. At the end of each Fiscal Year monies for Year, any amounts then remaining in the account of Landlord (which amounts Reserve FF&E shall be funds carried forward to the next Fiscal Year. E. If any FF&E Estimate which is submitted to Master Tenant for approval for a given Fiscal Year would require funding in excess of Landlord for all purposes and shall be reimbursed to Tenant in accordance with Section 3.1.6(f)) in the amount required to be maintained pursuant in the Reserve FF&E under Section 8.02 A, Master Tenant may elect one of the following: (i) agree to increase the percentage of Gross Revenues up to the Management Agreement and in accordance with established custom of Manager prior to the Commencement Date. Landlord shall be responsible for the payment of all amounts required to be paid by "Owner" (as defined in the Management Agreement) pursuant to the Management Agreement to fund the FF&E Reserve, including, without limitation, any deficits therein, and for paying for all FF&E necessary for the continued operation of the Facility in accordance with First Class Operating Standards, subject to the provisions of Schedule 22.2. Tenant shall make no expenditure for replacement of ------------- FF&E in excess of the amounts in the FF&E Reserve without first obtaining the written approval of Landlord (unless Tenant makes such expenditures from its own funds without any right to reimbursement hereunder). In the event Tenant funds any amounts required to be funded by Landlord for FF&E pursuant hereto or by "Owner" pursuant to the Management Agreement which Landlord has approved, Tenant shall receive a reimbursement in accordance with Section 3.1.6(f) hereof. Any additions to or replacements of furniture, fixtures, and equipment located at the Leased Property shall become part of the FF&E which is owned by Landlord, subject to the limitations level set forth in Schedule 22.2 hereof. Throughout such FF&E Estimate, in order to provide the ------------- Term of this Leaseadditional funds required, Tenant shall, at its sole cost and expense but subject such increases to be treated as Deductions; (ii) make a lump-sum contribution to the terms hereof Reserve FF&E in the necessary amount and agree not to have such contribution reimbursed from Gross Revenues (in which case the amount of such contribution shall be added to Additional Invested Capital if the same falls within the definition of that term as set forth above); and (iii) make a lump-sum contribution to the Reserve FF&E in the necessary amount, in which case such contribution plus interest (at Prime Rate plus one percentage point per annum), shall be reimbursed to Master Tenant from Gross Revenues in equal installments over a period of time mutually agreed upon by Master Tenant and Management Company, and such installment repayments shall be Deductions. If Master Tenant elects not to agree to any of such options for excess funding of the Reserve FF&E, Management Company shall not be required to perform any of the duties, services or obligations imposed upon Management Company under this Agreement, cause all or to spend funds on behalf of Master Tenant, unless adequate funds for the items of FF&E same have been provided or made available by Master Tenant. Management Company shall have no duty to be in proper working order and in good condition (ordinary wear and tear excepted).fund any excess FF&E.

FF&E Reserve. (a) Tenant shall cause Manager to establish and maintain has established a reserve account (the "FF&E Reserve") for each Hotel in accordance with the FF&E Bank. The purpose of the FF&E Reserve is to cover the cost of: (i) Replacements and renewals to any Hotel's furnishings, fixtures and equipment; (ii) Certain routine repairs and maintenance to any Hotel building which are normally capitalized under GAAP such as exterior and interior repainting, resurfacing building walls, floors, roofs and parking areas, and replacing folding walls and the like; and (iii) Major repairs, alterations, improvements, renewals or replacements to any Hotel's buildings' structure, roof, or exterior facade, or to its mechanical, electrical, heating, ventilating, air conditioning, plumbing or vertical transportation systems. Tenant agrees that it will, from time to time, execute such reasonable documentation as may be requested by Landlord and any Hotel Mortgagee to assist Landlord and such Hotel Mortgagee in establishing or perfecting the Hotel Mortgagee's security interest in Landlord's residual interest in the funds which are in the FF&E Reserve, it being acknowledged and agreed that the funds in the FF&E Reserve are the property of Tenant; provided, however, that no such documentation shall contain any amendment to or modification of any of the provisions of this Agreement. It is understood and agreed that, during the Term, the FF&E Reserve may not be applied against debts secured by a Hotel Mortgage nor shall any Hotel Mortgagee have the right to approve the release of such funds pursuant to the terms of this Agreement unless and until Landlord shall default in its obligations to such Hotel Mortgagee. (b) Throughout the Management Agreement and Term, Tenant shall transfer (as of the end of each month of the Term) into the FF&E Reserve an amount equal to deposit into such account during each Fiscal Year monies five percent (5%) of aggregate Total Hotel Sales for the account Leased Property for such month. Together with the documentation provided to Landlord pursuant to Section 3.1.2(c), Tenant shall deliver to Landlord an Officer's Certificate setting forth the total amount of deposits made to and expenditures from the FF&E Reserve for the preceding Fiscal Year, together with a reconciliation of such expenditures with the applicable FF&E Estimate. (c) Each year, on or before December 1 of the preceding year, Tenant shall prepare an estimate (the "FF&E Estimate") of FF&E Reserve expenditures necessary during the ensuing calendar year and shall submit such FF&E Estimate to Landlord for its review and approval, which approval shall not be unreasonably withheld or delayed. In the event Landlord shall fail to respond within thirty (which amounts 30) days after receipt of the FF&E Estimate, such FF&E Estimate shall be funds of Landlord for all purposes and deemed approved by Landlord. All expenditures from the FF&E Reserve shall be reimbursed (as to both the amount of each such expenditure and the timing thereof) both reasonable and necessary, given the objective that each Hotel will be maintained and operated to a standard comparable to competitive hotels. All expenditures from the FF&E Reserve may only be used to pay expenditures entered into on an "arm's length" basis with Persons that are not Affiliated Persons of Tenant, in each case without mark-up or the payment of allocated internal costs of Texxxx or any Affiliated Person (except for a purchasing fee that may be paid to an Affiliated Person of Tenant in respect of any item purchased with funds from the FF&E Reserve in an amount not to exceed 3.5% of the lower of cost or the fair market value of such item). (d) Tenant shall, consistent with the FF&E Estimate approved by Landlord, from time to time make expenditures from the FF&E Reserve as it deems necessary provided that Tenant shall not materially deviate from the FF&E Estimate approved by Landlord without the prior approval of Landlord, except in the case of emergency where immediate action is necessary to prevent imminent danger to person or property. (e) Upon the expiration or sooner termination of this Agreement, funds in the FF&E Reserve and all property purchased with funds from the FF&E Reserve during the Term shall be paid, granted and assigned to Landlord as Additional Charges. (f) The FF&E Funded Amount, together with amounts transferred into the FF&E Reserve in accordance with Section 3.1.6(f)5.1.2(b) in hereof during the amount required to be maintained pursuant to the Management Agreement and in accordance with established custom of Manager prior to the Commencement Date. Landlord 1998 calendar year, shall be responsible for the payment of all amounts required to be paid by "Owner" (as defined in the Management Agreement) pursuant to the Management Agreement used to fund the FF&E Reserve, including, without limitation, any deficits therein, and for paying for all FF&E necessary for the continued operation of the Facility in accordance with First Class Operating Standards, subject to the provisions of Schedule 22.2. Tenant shall make no expenditure for replacement of ------------- FF&E in excess of the amounts expenditures identified in the FF&E Reserve without first obtaining Estimate for the written approval of Landlord (unless Tenant makes such expenditures from its own funds without any right to reimbursement hereunder). In the event Tenant funds any amounts required to be funded by Landlord for FF&E pursuant hereto or by "Owner" pursuant 1998 calendar year, and to the Management Agreement which Landlord has approvedextent of any excess, Tenant shall receive a reimbursement in accordance with Section 3.1.6(f) hereof. Any additions to or replacements of furniture, fixtures, and equipment located at the Leased Property shall become part of the FF&E which is owned by Landlord, subject to the limitations set forth in Schedule 22.2 hereof. Throughout the ------------- Term of this Lease, Tenant shall, at its sole cost and expense but subject to the terms hereof and of the Management Agreement, cause all of the items of FF&E to be in proper working order and in good condition (ordinary wear and tear excepted)subsequent years.

FF&E Reserve. Tenant Operating Lessee shall cause Manager to establish and maintain a reserve account (the "FF&E Reserve") in accordance with the terms of the Management Agreement and to deposit into such account during each Fiscal Year monies for the account of Landlord Operating Lessor (which amounts shall be funds of Landlord Operating Lessor for all purposes and shall be reimbursed to Tenant Operating Lessee in accordance with Section 3.1.6(f)) in the amount required to be maintained pursuant to the Management Agreement and in accordance with established custom of Manager prior to the Commencement Date. Landlord Operating Lessor shall be responsible for the payment of all amounts required to be paid by "Owner" (as defined in the Management Agreement) pursuant to the Management Agreement to fund the FF&E Reserve, including, without limitation, any deficits therein, and for paying for all FF&E necessary for the continued operation of the Facility in accordance with First Class Operating Standards, subject to the provisions of Schedule 22.2. Tenant Operating Lessee shall make no expenditure for replacement of ------------- FF&E in excess of the amounts in the FF&E Reserve without first obtaining the written approval of Landlord Operating Lessor (unless Tenant Operating Lessee makes such expenditures from its own funds without any right to reimbursement hereunder). In the event Tenant Operating Lessee funds any amounts required to be funded by Landlord Operating Lessor for FF&E pursuant hereto or by "Owner" pursuant to the Management Agreement which Landlord Operating Lessor has approved, Tenant Operating Lessee shall receive a reimbursement in accordance with Section 3.1.6(f) hereof. Any additions to or replacements of furniture, fixtures, and equipment located at the Leased Property shall become part of the FF&E which is owned by LandlordOperating Lessor, subject to the limitations set forth in Schedule 22.2 hereof. Throughout the ------------- Term of this Lease, Tenant Operating Lessee shall, at its sole cost and expense but subject to the terms hereof and of the Management Agreement, cause all of the items of FF&E to be in proper working order and in good condition (ordinary wear and tear excepted).

FF&E Reserve. (a) Upon execution of this Agreement, Tenant shall cause Manager to establish and maintain has established a reserve account (the "FF&E Reserve") in accordance with the terms a bank designated by Tenant and approved by Landlord. The purpose of the Management Agreement FF&E Reserve is to cover the cost of: (i) Replacements and renewals to deposit into any Hotel's furnishings, fixtures and equipment; (ii) Certain routine repairs and maintenance to any Hotel building which are normally capitalized under GAAP such account during each Fiscal Year monies for as exterior and interior repainting, resurfacing building walls, floors, roofs and parking areas, and replacing folding walls and the account of like; and (iii) Major repairs, alterations, improvements, renewals or replacements to any Hotel's buildings' structure, roof, or exterior facade, or to its mechanical, electrical, heating, ventilating, air conditioning, plumbing or vertical transportation systems. Tenant agrees that it will, from time to time, execute such reasonable documentation as may be requested by Landlord (which amounts shall be funds of and any Hotel Mortgagee to assist Landlord for all purposes and shall be reimbursed to Tenant such Hotel Mortgagee in accordance with Section 3.1.6(f)) establishing or perfecting the Hotel Mortgagee's security interest in Landlord's residual interest in the amount required to be maintained pursuant to the Management Agreement and funds which are in accordance with established custom of Manager prior to the Commencement Date. Landlord shall be responsible for the payment of all amounts required to be paid by "Owner" (as defined in the Management Agreement) pursuant to the Management Agreement to fund the FF&E Reserve; provided, includinghowever, without limitation, that no such documentation shall contain any deficits therein, and for paying for all FF&E necessary for the continued operation amendment to or modification of the Facility in accordance with First Class Operating Standards, subject to any of the provisions of Schedule 22.2this Agreement. Tenant shall make no expenditure for replacement of ------------- FF&E in excess of It is acknowledged and agreed that, during the amounts Term, funds in the FF&E Reserve without first obtaining are the written approval property of Tenant. (b) Throughout the Term, Tenant shall transfer (within ten (10) Business Days after the end of each Accounting Period during the Term) into the FF&E Reserve an amount equal to the Applicable Percentage of Total Hotel Sales for such Accounting Period. Together with the documentation provided to Landlord (unless pursuant to Section 3.1.2(c), Tenant makes shall deliver to Landlord an Officer's Certificate setting forth the total amount of deposits made to and expenditures from the FF&E Reserve for the preceding Fiscal Year, together with a reconciliation of such expenditures from with the applicable FF&E Estimate. (c) With respect to each Lease Year, Tenant shall prepare an estimate (the "FF&E Estimate") of FF&E Reserve expenditures necessary during the ensuing Fiscal Year, and shall submit such FF&E Estimate to Landlord, on or before December 1 of the preceding Lease Year, for its own funds without any right to reimbursement hereunder)review and approval, which approval shall not be unreasonably withheld, delayed or conditioned. In the event that Landlord shall fail to respond within thirty (30) days after receipt of the FF&E Estimate, such FF&E Estimate shall be deemed approved by Landlord. All expenditures from the FF&E Reserve shall be (as to both the amount of each such expenditure and the timing thereof) both reasonable and necessary, given the objective that the Hotels will be maintained and operated to a standard comparable to competitive hotels. All amounts from the FF&E Reserve shall be paid to Persons who are not Affiliated Persons of Tenant funds any amounts required without xxxx-up or allocated internal costs by Tenant or its Affiliated Persons except that Tenant may use Affiliated Persons to be funded provide goods and services if Landlord has granted its prior written approval thereof or the cost is the lesser of (x) the lowest of two competitive bids therefor submitted by non-Affiliated Persons of Tenant and (y) fair market. (d) Tenant shall, consistent with the FF&E Estimate approved by Landlord, from time to time make expenditures from the FF&E Reserve as it deems necessary provided that Tenant shall not materially deviate from the FF&E Estimate approved by Landlord for without the prior approval of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned, except in the case of emergency where immediate action is necessary to prevent imminent harm to person or property. (e) Upon the expiration or sooner termination of this Agreement, funds in the FF&E pursuant hereto or by "Owner" pursuant Reserve and all property purchased with funds from the FF&E Reserve during the Term shall be paid, granted and assigned to Landlord as Additional Charges. (f) Upon execution of this Agreement, Tenant has deposited the FF&E Funded Amount into the FF&E Reserve. Notwithstanding anything to the Management Agreement which Landlord has approvedcontrary set forth in this Section 5.1.2, such funds may be used by Tenant shall receive a reimbursement solely for the purpose of completing the Tampa Renovation in accordance with Section 3.1.6(f) hereof. Any additions to or replacements of furnitureExhibit D, fixtures, and equipment located at the Leased Property shall become part of the FF&E which is owned unless otherwise agreed by Landlord, subject to the limitations set forth Landlord in Schedule 22.2 hereof. Throughout the ------------- Term of this Lease, Tenant shall, at its sole cost and expense but subject to the terms hereof and of the Management Agreement, cause all of the items of FF&E to be in proper working order and in good condition (ordinary wear and tear excepted)writing.

FF&E Reserve. (a) Upon execution of this Agreement, Tenant shall cause Manager to establish and maintain a reserve account (the "FF&E Reserve") in accordance with the terms a bank designated by Tenant and approved by Landlord. The purpose of the Management Agreement FF&E Reserve is to cover the cost of: (i) Replacements and renewals to deposit into the Hotel's furnishings, fixtures and equipment; (ii) Certain routine repairs and maintenance to the Hotel building which are normally capitalized under GAAP such account during each Fiscal Year monies for as exterior and interior repainting, resurfacing building walls, floors, roofs and parking areas, and replacing folding walls and the account of like; and (iii) Major repairs, alterations, improvements, renewals or replacements to the Hotel's buildings' structure, roof, or exterior facade, or to its mechanical, electrical, heating, ventilating, air conditioning, plumbing or vertical transportation systems. Tenant agrees that it will, from time to time, execute such reasonable documentation as may be requested by Landlord (which amounts shall be funds of and any Hotel Mortgagee to assist Landlord for all purposes and shall be reimbursed to Tenant such Hotel Mortgagee in accordance with Section 3.1.6(f)) establishing or perfecting its security interest in Landlord's residual interest in the amount required to be maintained pursuant to the Management Agreement and funds which are in accordance with established custom of Manager prior to the Commencement Date. Landlord shall be responsible for the payment of all amounts required to be paid by "Owner" (as defined in the Management Agreement) pursuant to the Management Agreement to fund the FF&E Reserve, including, without limitation, any deficits therein, it being acknowledged and for paying for all FF&E necessary for agreed that the continued operation of the Facility in accordance with First Class Operating Standards, subject to the provisions of Schedule 22.2. Tenant shall make no expenditure for replacement of ------------- FF&E in excess of the amounts funds in the FF&E Reserve without first obtaining are the written approval property of Tenant; provided, however, that no such documentation shall contain any amendment or modification of any of the provisions of this Agreement. It is understood and agreed that, during the Term, the FF&E Reserve may not be applied against debts secured by a Hotel Mortgage nor shall any Hotel Mortgagee have the right to approve the release of such funds pursuant to the terms of this Agreement unless and until Landlord shall default in its obligations to such Hotel Mortgagee. (unless b) Throughout the Term, Tenant makes shall transfer (as of the end of each month of the Term) into the FF&E Reserve an amount equal to five percent (5%) of Total Hotel Sales for such month. Together with the documentation provided to Landlord pursuant to Section 3.1.2(c), Tenant shall deliver to Landlord an Officer's Certificate setting forth the total amount of deposits made to and expenditures from the FF&E Reserve for the preceding Fiscal Year, together with a reconciliation of such expenditures from with the applicable FF&E Estimate. (c) Prior to execution of this Agreement with respect to the 1997 calendar year and, thereafter, each year, on or before December 1 of the preceding year, Tenant shall prepare an estimate (the "FF&E Estimate") of FF&E Reserve expenditures necessary during the ensuing Fiscal Year, and shall submit such FF&E Estimate to Landlord for its own funds without any right to reimbursement hereunder)review and approval, which approval shall not be unreasonably withheld or delayed. In the event Tenant funds any amounts required Landlord shall fail to be funded by Landlord for FF&E pursuant hereto or by "Owner" pursuant to the Management Agreement which Landlord has approved, Tenant shall receive a reimbursement in accordance with Section 3.1.6(frespond within thirty (30) hereof. Any additions to or replacements of furniture, fixtures, and equipment located at the Leased Property shall become part days after receipt of the FF&E which is owned Estimate, such FF&E Estimate shall be deemed approved by Landlord. All expenditures from the FF&E Reserve shall be (as to both the amount of each such expenditure and the timing thereof) both reasonable and necessary, given the objective that the Hotel will be maintained and operated to a standard comparable to competitive hotels. (d) Tenant shall, consistent with the FF&E Estimate approved by Landlord, subject from time to time make expenditures from the limitations set forth FF&E Reserve as it deems necessary provided that Tenant shall not materially deviate from the FF&E Estimate approved by Landlord without the prior approval of Landlord, except in Schedule 22.2 hereof. Throughout the ------------- Term case of emergency where immediate action is necessary to prevent imminent danger to person or property. (e) Upon the expiration or sooner termination of this Lease, Tenant shall, at its sole cost and expense but subject to the terms hereof and of the Management Agreement, cause funds in the FF&E Reserve and all of property purchased with funds from the items of FF&E Reserve during the Term shall be paid, granted and assigned to be in proper working order and in good condition (ordinary wear and tear excepted)Landlord as Additional Charges.

FF&E Reserve. Tenant shall cause Manager to establish and maintain a reserve account (the "FF&E Reserve") in accordance with the terms of the Management Agreement and to deposit into such account during each Fiscal Year monies for the account of Landlord (which amounts shall be funds of Landlord for all purposes and shall be reimbursed credited against the Rent obligation of Tenant pursuant to Tenant in accordance with Section 3.1.6(f)) in the amount required to be maintained pursuant to the Management Agreement and in accordance with established custom of Manager prior to the Commencement Date. Landlord shall be responsible for the payment of all amounts required to be paid by "Owner" (as defined in the Management Agreement) pursuant to the Management Agreement to fund the FF&E Reserve, including, without limitation, any deficits therein, and for paying for all FF&E necessary for the continued operation of the Facility in accordance with First Class Operating Standards, subject to the provisions of Schedule 22.2. Tenant shall make no expenditure for replacement ------------- of ------------- FF&E in excess of the amounts in the FF&E Reserve or otherwise required by the Management Agreement without first obtaining the written approval of Landlord (unless Tenant makes such expenditures from its own funds without any right to reimbursement hereunder). In the event Tenant funds any amounts required to be funded by Landlord for FF&E pursuant hereto or by "Owner" pursuant to the Management Agreement which Landlord has approvedAgreement, Tenant shall receive a reimbursement credit against Rent in accordance with Section 3.1.6(f) 3.1.6 hereof. Any additions to or replacements of furniture, fixtures, and equipment located at the Leased Property shall become part of the FF&E which is owned by Landlord, subject to the limitations set forth in Schedule 22.2 hereof. ------------- Throughout the ------------- Term of this Lease, Tenant shall, at its sole cost and expense but subject to the terms hereof and of the Management Agreement, cause all of the items of FF&E to be in proper working order and in good condition (ordinary wear and tear excepted).

FF&E Reserve. (a) Upon execution of this Agreement, Tenant shall cause Manager to establish and maintain a reserve account (the "FF&E Reserve") in accordance a bank designated by Tenant and approved by Landlord. The purpose of the FF&E Reserve is to cover the cost of: (i) Replacements and renewals to the Hotel's furnishings, fixtures and equipment; (ii) Certain routine repairs and maintenance to the Hotel building which are normally capitalized under GAAP such as exterior and interior repainting, resurfacing building walls, floors, roofs and parking areas, and replacing folding walls and the like; and (iii) Major repairs, alterations, improvements, renewals or replacements to the Hotel's buildings' structure, roof, or exterior facade, or to its mechanical, electrical, heating, ventilating, air conditioning, plumbing or vertical transportation systems. (b) Throughout the Term, Tenant shall transfer (as of the end of each month of the Term) into the FF&E Reserve an 45 -36- amount equal to five percent (5%) of Total Hotel Sales for such month. Together with the terms documentation provided to Landlord pursuant to Section 3.1.2(c), Tenant shall deliver to Landlord an Officer's Certificate setting forth the total amount of deposits made to and expenditures from the FF&E Reserve for the preceding Fiscal Year, together with a reconciliation of such expenditures with the applicable FF&E Estimate. (c) Prior to execution of this Agreement with respect to the 1997 calendar year and, thereafter, each year, on or before December 1 of the Management Agreement preceding year, Tenant shall prepare an estimate (the "FF&E Estimate") of FF&E Reserve expenditures necessary during the ensuing Fiscal Year, and shall submit such FF&E Estimate to deposit into Landlord for its review and approval, which approval shall not be unreasonably withheld or delayed. In the event Landlord shall fail to respond within thirty (30) days after receipt of the FF&E Estimate, such account during each Fiscal Year monies for the account of Landlord (which amounts FF&E Estimate shall be funds of Landlord for all purposes and deemed approved by Landlord. All expenditures from the FF&E Reserve shall be reimbursed (as to both the amount of each such expenditure and the timing thereof) both reasonable and necessary, given the objective that the Hotel will be maintained and operated to a standard comparable to competitive hotels. (d) Tenant in accordance shall, consistent with Section 3.1.6(f)) the FF&E Estimate approved by Landlord, from time to time make expenditures from the FF&E Reserve as it deems necessary provided that Tenant shall not materially deviate from the FF&E Estimate approved by Landlord without the prior approval of Landlord, except in the amount required case of emergency where immediate action is necessary to be maintained pursuant prevent imminent danger to person or property. (e) Upon the Management Agreement and in accordance with established custom expiration or sooner termination of Manager prior to the Commencement Date. Landlord shall be responsible for the payment of all amounts required to be paid by "Owner" (as defined in the Management this Agreement) pursuant to the Management Agreement to fund the FF&E Reserve, including, without limitation, any deficits therein, and for paying for all FF&E necessary for the continued operation of the Facility in accordance with First Class Operating Standards, subject to the provisions of Schedule 22.2. Tenant shall make no expenditure for replacement of ------------- FF&E in excess of the amounts funds in the FF&E Reserve without first obtaining the written approval of Landlord (unless Tenant makes such expenditures and all property purchased with funds from its own funds without any right to reimbursement hereunder). In the event Tenant funds any amounts required to be funded by Landlord for FF&E pursuant hereto or by "Owner" pursuant to the Management Agreement which Landlord has approved, Tenant shall receive a reimbursement in accordance with Section 3.1.6(f) hereof. Any additions to or replacements of furniture, fixtures, and equipment located at the Leased Property shall become part of the FF&E which is owned by LandlordReserve during the Term shall be paid, subject granted and assigned to the limitations set forth in Schedule 22.2 hereof. Throughout the ------------- Term of this Lease, Tenant shall, at its sole cost and expense but subject to the terms hereof and of the Management Agreement, cause all of the items of FF&E to be in proper working order and in good condition (ordinary wear and tear excepted)Landlord as Additional Charges.

FF&E Reserve. Tenant shall cause Manager to establish and maintain (a) Upon execution of this Lease, Lessee has established a reserve account (the "FF&E Reserve") in accordance with the terms a bank designated by Lessee and approved by Lessor. The purpose of the Management Agreement FF&E Reserve is to cover the cost of: (i) replacements and renewals of the Hotel's Furniture and Equipment and Fixtures; (ii) certain routine repairs and maintenance to deposit into any Hotel building which are normally capitalized under GAAP such account during each Fiscal Year monies for as exterior and interior repainting, resurface building walls, floors, roofs and parking areas, and replacing folding walls and the account of Landlord like; and (which amounts shall iii) major repairs, alterations, improvements to the Hotel's buildings, structure, roof, or exterior facade, or to its mechanical, electrical, heating, ventilating, air conditioning, plumbing or vertical transportation systems. Lessee agrees that it will, from time to time, execute such reasonable documentation as may be funds of Landlord for all purposes requested by Lessor and shall be reimbursed any Lessor mortgagee to Tenant assist Lessor and such Lessor mortgagee in accordance with Section 3.1.6(f)) establishing or perfecting Lessor mortgagee's security interest in Lessor's residual interest in the amount required to be maintained pursuant to the Management Agreement and funds which are in accordance with established custom of Manager prior to the Commencement Date. Landlord shall be responsible for the payment of all amounts required to be paid by "Owner" (as defined in the Management Agreement) pursuant to the Management Agreement to fund the FF&E Reserve; provided, includinghowever, without limitation, that no such documentation shall contain any deficits therein, and for paying for all FF&E necessary for the continued operation amendment to or modification of the Facility in accordance with First Class Operating Standards, subject to any of the provisions of Schedule 22.2this Lease. Tenant shall make no expenditure for replacement of ------------- FF&E in excess of It is acknowledged and agreed, that during the amounts Term, funds in the FF&E Reserve without first obtaining are the written approval property of Landlord Lessee. Payments made by Lessee out of the FF&E Reserve during the Term will be Additional Charges. (unless Tenant makes b) Throughout the Term, Lessee shall transfer (within ten (10) Business Days after the end of each calendar month during the Term) into the FF&E Reserve an amount equal to __% of Room Revenues for such calendar month. Together with the documentation provided to Lessor pursuant to Section 3.1, Lessee shall also deliver to Lessor an Officer's Certificate setting forth the total amount of deposits made to and expenditures from the FF&E Reserve for the preceding Fiscal Year, together with a reconciliation of such expenditures from with the FF&E Estimate (as defined below). (c) With respect to each Fiscal Year during the Term, Lessee shall prepare an estimate (the "FF&E Estimate") of FF&E Reserve expenditures necessary during the ensuing Fiscal Year, and shall submit such FF&E Estimate to Lessor, on or before December 1st of the preceding Fiscal Year, for its own funds without any right to reimbursement hereunder)review and approval, which approval shall not be unreasonably withheld. In the event Tenant that Lessor shall fail to respond within thirty (30) days after receipt of the FF&E Estimate, such FF&E Estimate shall be deemed approved by Lessor. All expenditures from the FF&E Reserve shall be (as to both the amount of such expenditure and the timing thereof) both reasonable and necessary, given the objective that the Hotel be maintained and operated to a standard comparable to competitive hotels. All amounts from the FF&E Reserve shall be paid to Persons who are not Affiliates of Lessee without markup or allocated internal costs by Lessee or its Affiliates. (d) Lessee shall, consistent with the FF&E Estimate approved by Lessor, from time to time make expenditures from the FF&E Reserve as it deems necessary provided that Lessee shall not materially deviate from the FF&E Estimate approved by Lessor without the prior approval of Lessor, which approval shall not be unreasonably withheld, except in the case of emergencies where immediate action is necessary to prevent imminent harm to person or property. (e) Upon the expiration of the Term, funds any amounts required in the FF&E Reserve and all property purchased with funds from the FF&E Reserve during the Term shall be paid, granted and assigned to be funded by Landlord for FF&E pursuant hereto or by "Owner" pursuant Lessor as Additional Charges. (f) Notwithstanding anything to the contrary contained in this Section 9.2, so long as the Management Agreement which Landlord has approvedis in full force and effect and Manager is maintaining the reserves required thereunder, Tenant shall receive a reimbursement in accordance with Section 3.1.6(f) hereof. Any additions Lessee's obligation to or replacements of furniture, fixtures, and equipment located at the Leased Property shall become part of maintain the FF&E which is owned by Landlord, subject Reserve and other obligations under this Section 9.2 shall be deemed to the limitations set forth in Schedule 22.2 hereof. Throughout the ------------- Term of this Lease, Tenant shall, at its sole cost and expense but subject to the terms hereof and of the Management Agreement, cause all of the items of FF&E to be in proper working order and in good condition (ordinary wear and tear excepted)have been met.

FF&E Reserve. (a) Upon execution of this Agreement, Tenant shall cause Manager to establish and maintain has established a reserve account (the "FF&E Reserve") in accordance with the terms a bank designated by Tenant and approved by Landlord. The purpose of the Management Agreement FF&E Reserve is to cover the cost of: (i) Replacements and renewals to deposit into any Hotel's furnishings, fixtures and equipment; (ii) Certain routine repairs and maintenance to any Hotel building which are normally capitalized under GAAP such account during each Fiscal Year monies for as exterior and interior repainting, resurfacing building walls, floors, roofs and parking areas, and replacing folding walls and the account of like; and (iii) Major repairs, alterations, improvements, renewals or replacements to any Hotel's buildings' structure, roof, or exterior facade, or to its mechanical, electrical, heating, ventilating, air conditioning, plumbing or vertical transportation systems. Tenant agrees that it will, from time to time, execute such reasonable documentation as may be requested by Landlord (which amounts shall be funds of and any Hotel Mortgagee to assist Landlord for all purposes and shall be reimbursed to Tenant such Hotel Mortgagee in accordance with Section 3.1.6(f)) establishing or perfecting the Hotel Mortgagee's security interest in Landlord's residual interest in the amount required to be maintained pursuant to the Management Agreement and funds which are in accordance with established custom of Manager prior to the Commencement Date. Landlord shall be responsible for the payment of all amounts required to be paid by "Owner" (as defined in the Management Agreement) pursuant to the Management Agreement to fund the FF&E Reserve; provided, includinghowever, without limitation, that no such documentation shall contain any deficits therein, and for paying for all FF&E necessary for the continued operation amendment to or modification of the Facility in accordance with First Class Operating Standards, subject to any of the provisions of Schedule 22.2this Agreement. Tenant shall make no expenditure for replacement of ------------- FF&E in excess of It is acknowledged and agreed that, during the amounts Term, funds in the FF&E Reserve without first obtaining are the written approval property of Tenant. (b) Throughout the Term, Tenant shall transfer (within ten (10) Business Days after the end of each Accounting Period during the Term) into the FF&E Reserve an amount equal to the Applicable Percentage of Total Hotel Sales for such Accounting Period. Together with the documentation provided to Landlord (unless pursuant to Section 3.1.2(c), Tenant makes shall deliver to Landlord an Officer's Certificate setting forth the total amount of deposits made to and expenditures from the FF&E Reserve for the preceding Fiscal Year, together with a reconciliation of such expenditures from with the applicable FF&E Estimate. (c) With respect to each Lease Year, Tenant shall prepare an estimate (the "FF&E Estimate") of FF&E Reserve expenditures necessary during the ensuing Fiscal Year, and shall submit such FF&E Estimate to Landlord, on or before December 1 of the preceding Lease Year, for its own funds without any right to reimbursement hereunder)review and approval, which approval shall not be unreasonably withheld, delayed or conditioned. In the event Tenant funds any amounts required that Landlord shall fail to be funded by Landlord for FF&E pursuant hereto or by "Owner" pursuant to the Management Agreement which Landlord has approved, Tenant shall receive a reimbursement in accordance with Section 3.1.6(frespond within thirty (30) hereof. Any additions to or replacements of furniture, fixtures, and equipment located at the Leased Property shall become part days after receipt of the FF&E which is owned Estimate, such FF&E Estimate shall be deemed approved by Landlord. All expenditures from the FF&E Reserve shall be (as to both the amount of each such expenditure and the timing thereof) both reasonable and necessary, given the objective that the Hotels will be maintained and operated to a standard comparable to competitive hotels. All amounts from the FF&E Reserve shall be paid to Persons who are not Affiliated Persons of Tenant without mark-up or allocated internal costs by Tenant or its Affiliated Persons. (d) Tenant shall, consistent with the FF&E Estimate approved by Landlord, subject from time to time make expenditures from the FF&E Reserve as it deems necessary provided that Tenant shall not materially deviate from the FF&E Estimate approved by Landlord without the prior approval of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned, except in the case of emergency where immediate action is necessary to prevent imminent harm to person or property. (e) Upon the expiration or sooner termination of this Agreement, funds in the FF&E Reserve and all property purchased with funds from the FF&E Reserve during the Term shall be paid, granted and assigned to Landlord as Additional Charges. (f) Notwithstanding anything to the limitations contrary set forth in Schedule 22.2 hereof. Throughout the ------------- Term of this LeaseAgreement, Tenant shall, at its sole cost and expense but subject to the terms hereof and no portion of the Management AgreementFF&E Reserve may be used for "punch-list" or other initial construction items, cause all the cost of which shall be the items sole responsibility of FF&E to be in proper working order Tenant and in good condition (ordinary wear and tear excepted)its Affiliated Persons.

FF&E Reserve. So long as the Project consists of a hotel, the Tenant Lease for the Full-Site Tenant of the Premises shall require, and Lessee shall cause Manager such Full-Site Tenant to establish and maintain deposit on not less frequently than a quarterly basis in a cash reserve account fund in each of its fiscal years of operation, of not less than three percent (the "FF&E Reserve"3%) in accordance with the terms of the Management Agreement gross revenues generated from the first two (2) fiscal years of operation and to deposit into such account during not less than four and one-half percent (4½ %) of gross revenues for each Fiscal Year monies for the account subsequent fiscal year of Landlord (which amounts shall be funds of Landlord for all purposes and shall be reimbursed to Tenant in accordance with Section 3.1.6(f)) in the amount required operation to be maintained pursuant to the Management Agreement and in accordance with established custom of Manager prior to the Commencement Date. Landlord shall be responsible used for the payment of all amounts required to be paid by "Owner" (as defined in the Management Agreement) pursuant to the Management Agreement to fund the FF&E Reserve, including, without limitation, any deficits therein, and for paying for all FF&E necessary for the continued operation of the Facility in accordance with First Class Operating Standards, subject to the provisions of Schedule 22.2. Tenant shall make no expenditure for replacement of ------------- FF&E in excess of the amounts in the FF&E Reserve without first obtaining the written approval of Landlord (unless Tenant makes such expenditures from its own funds without any right to reimbursement hereunder). In the event Tenant funds any amounts required to be funded by Landlord for FF&E pursuant hereto or by "Owner" pursuant to the Management Agreement which Landlord has approved, Tenant shall receive a reimbursement in accordance with Section 3.1.6(f) hereof. Any additions to or replacements of furniture, fixtures, and equipment located at upgrades as and when needed in order to preserve the Leased Property shall become part "3-star" or "4-star" rating or its equivalent of the hotel ("FF&E Reserve"). As soon as available, but in any event not later than ninety (90) days after the close of each fiscal year, Lessee or Full-Site Tenant (or hotel operator) shall provide a report in form and substance satisfactory to Lessor, certified by Xxxxxx's or Full-Site Tenant's (or hotel operator's) chief financial officer or chief accounting officer containing a statement showing the amounts deposited into and used from the FF&E Reserve during such fiscal year and a year-to-date balance of the required FF&E Reserve, which is owned by Landlordshall include a bank statement showing the funds in such reserve that are then on deposit and evidence of the expenditures made for upgrades to furniture, subject fixtures, and equipment ("FF&E Reserve Report"). Lessee shall require Full-Site Tenant to deliver each FF&E Reserve Report to Lessor pursuant to the limitations Full Site Tenant's Tenant Lease and shall cause Full-Site Tenant's Tenant Lease to contain provisions that allow Lessor to enforce all such provisions of such Full­ Site Tenant's Lease related to the requirement set forth herein that such Full-Site Tenant maintain the FF&E Reserve. Lessee's failure to cause Full-Site Tenant's Full-Site Tenant Lease to contain provisions requiring such FF&E Reserve or that allow Lessor to enforce such provisions in Schedule 22.2 hereof. Throughout the ------------- Term such Full-Site Tenant's Lease related to Full-Site Tenant's FF&E Reserve shall be considered a Default under this Lease and a basis for Lessor to withhold approval of this Lease, such Tenant's Tenant shall, at its sole cost Lease and expense but subject to the terms hereof and of the Management Agreement, cause all of the items of FF&E to be in proper working order and in good condition (ordinary wear and tear excepted)a Non-Disturbance Agreement for such Tenant.

FF&E Reserve. Tenant (a) On or prior to the last Business Day of each calendar month, until all obligations under the Loan Documents have been paid in full, Borrower shall cause Manager to establish deposit into a Manager’s Account an amount equal to the greater of (i) four percent (4%) of Gross Operating Revenues for the Property for the previous month, and maintain a (ii) the amount required to be deposited into any FF&E reserve account (the "FF&E Reserve") in accordance with for such month pursuant to the terms of the Management Agreement Agreement. (b) On the Closing Date, Borrower shall establish and to maintain with Administrative Agent the FF&E Reserve Account for deposit and application as described in this subsection. On the Effective Date, Borrower and Operating Lessee shall deposit into the FF&E Reserve Account an amount equal to $0. In the event Manager fails to make any deposit required by Section 4.3(a) above, Administrative Agent may, each month thereafter during the term of the Loan, withdraw from the Collection Account, prior to any disbursement to or on behalf of Borrower or Operating Lessee, an amount (each, an “FF&E Reserve Deposit”) equal to any deficiency in amounts deposited by Manager (such account during each Fiscal Year monies for that, at the account end of Landlord (which the year, the aggregate amount on deposit will be, in Administrative Agent’s estimate, sufficient to aggregate the total FF&E reserve amounts shall be funds of Landlord for all purposes and shall be reimbursed to Tenant in accordance with Section 3.1.6(f)) in the amount required to be maintained pursuant to under the Management Agreement and hereunder for such year) and deposit such amount into the FF&E Reserve Account. (c) Provided no Default is continuing, within ten (10) Business Days following submission in accordance with established custom writing of Manager prior a request therefor by Borrower, Administrative Agent shall provide to Borrower from the Commencement Date. Landlord shall FF&E Reserve Account, funds to be responsible used by Borrower and Operating Lessee solely for the payment of all amounts required to be paid by "Owner" (as defined in the Management Agreement) pursuant to the Management Agreement to fund the expenditures for FF&E Reserve, including, without limitation, any deficits therein, and for paying for all FF&E necessary for the continued operation of the Facility other capital items in accordance with First Class Operating Standardsthe Capital Budget. (d) Following a Default, subject Administrative Agent may apply all or any part of amounts escrowed pursuant to Section 4.3(b) (including any interest earned on such amounts) to any obligations under the provisions Loan Documents and/or to cure such Default, in which event Borrower shall be required to restore all amounts so applied, as well as to cure any other aspect of Schedule 22.2. Tenant shall make no expenditure for replacement of ------------- FF&E in excess such Default not cured by such application. (e) Upon assignment of the Loan, Administrative Agent shall have the right to assign all amounts collected and in its possession in the FF&E Reserve without first obtaining Account to its assignee whereupon Administrative Agent shall be released from all liability with respect thereto. (f) The Administrative Agent shall have the written approval of Landlord right (unless Tenant makes such expenditures from its own funds without any right to reimbursement hereunder). In the event Tenant funds any amounts required to be funded by Landlord exercised from time to time at its election) to audit Borrower’s and Operating Lessee’s books and records in order to determine whether or not the funds withdrawn or disbursed from the FF&E Reserve Account have been spent only for the purpose for which they were withdrawn or disbursed. Borrower and Operating Lessee shall cooperate with Administrative Agent in connection with any such audit. (g) Promptly upon full repayment of the obligations under the Loan Documents (other than full repayment of the obligations under the Loan Documents as a consequence of a foreclosure or conveyance in lieu of foreclosure of the liens and security interests securing the obligations under the Loan Documents), the balance of all amounts collected and in Lender’s possession and not applied to the payment of expenditures for FF&E pursuant hereto or by "Owner" pursuant to the Management Agreement which Landlord has approved, Tenant shall receive a reimbursement in accordance with Section 3.1.6(f) hereof. Any additions to or replacements of furniture, fixtures, and equipment located at the Leased Property shall become part of the FF&E which is owned by Landlord, subject to the limitations as set forth in Schedule 22.2 hereof. Throughout the ------------- Term of this Lease, Tenant shall, at its sole cost Section 4.3 shall be paid to Borrower and expense but subject to the terms hereof and of the Management Agreement, cause all of the items of FF&E to be in proper working order and in good condition (ordinary wear and tear excepted)no other party shall have any right or claim thereto.

FF&E Reserve. Tenant Commencing on February 1, 2016 and on each Payment Date thereafter, Borrower shall cause Manager to establish fund and maintain a capital expenditure, furniture, fixtures and equipment reserve account (the "FF&E Reserve") by depositing with Lender an amount equal to two percent (2%) of Gross Revenue on each Payment Date through and including July, 2016; (ii) three percent (3%) of Gross Revenue on each Payment Date from August, 2016 through and including January, 2017; and (iii) four percent (4%) of Gross Revenue on each Payment Date from February, 2017 and thereafter. So long as no Event of Default hereunder or under the other Loan Documents has occurred and is continuing, all sums in the FF&E Reserve and disbursed to Borrower (pursuant to the terms hereof, including Section 3.1) shall be held by Lender in the FF&E Reserve to pay the costs and expenses of capital improvements projects, replacement and maintenance of furniture, furnishings, fixtures and equipment to fully equip the Property as set forth in the Approved Budget (collectively, "FF&E Work"). So long as no Event of Default hereunder or under the other Loan Documents has occurred and is continuing, Lender shall, to the extent funds are available for such purpose in the FF&E Reserve, disburse to Borrower the amount paid or incurred by Borrower in performing such FF&E Work within ten (10) days following the satisfaction of all the following conditions: (i) the receipt by Lender of a written request from Borrower for disbursement from the FF&E Reserve in the form attached hereto as Exhibit E and a certification from Borrower that the applicable item of FF&E Work has been completed; (ii) the delivery to Lender of invoices, receipts or other evidence satisfactory to Lender verifying the cost of performing the FF&E Work (or portion thereof) to be reimbursed; (iii) the delivery to Lender of conditional lien waivers (and within thirty (30) days after disbursement of funds from the FF&E Reserve to Borrower, Borrower shall deliver to Lender affidavits, lien waivers or other evidence reasonably satisfactory to Lender ("Final Releases") showing that all materialmen, laborers, subcontractors and any other parties who might or could claim statutory or common law liens and have furnished material or labor with respect to the FF&E Work for which the disbursement is requested have been paid all amounts due for labor and materials for such job); (iv) the delivery to Lender of a certification from an inspecting architect or other third party acceptable to Lender describing the completed FF&E Work for such job and verifying the completion of the FF&E Work for such job and the cost of the completed FF&E Work for such job; (v) the delivery to Lender of a new certificate of occupancy or temporary certificate of occupancy for the portion of the Improvements covered by such FF&E Work, if said new certificate of occupancy is required by law, or a certification by Borrower that no new certificate of occupancy is required; (vi) the receipt by Lender of the actual out of pocket costs incurred by Lender in connection with each disbursement; (vii) the receipt by Lender of an administrative fee in the amount of Five Hundred Dollars ($500); and (viii) the delivery to Lender of a certificate, in form and substance acceptable to Lender in its reasonable discretion, whereby Borrower certifies that all representations and warranties set forth in the Loan Documents are true and correct as of the date of such certificate. Lender shall not be required to make advances from the FF&E Reserve more frequently than once in any thirty (30) day period. In making any payment from the FF&E Reserve, Lender shall be entitled to rely on such request from Borrower without any inquiry into the accuracy, validity or contestability of the certifications or other information provided by Borrower (but reserves the right to withhold any such payment if it reasonably determines that any such certification, or other information is inaccurate). Lender shall not be required to make any future payment from the FF&E Reserve until all Final Releases for prior FF&E Work are delivered to Lender. Lender may, at Borrower's expense, make or cause to be made during the term of the Loan inspections at the Property to determine the need, as determined by Lender in its reasonable judgment, for further FF&E Work of the Property. In the event that such inspection reveals that further FF&E Work of the Property are reasonably required, Lender shall provide Borrower with a written description of the required FF&E Work and Borrower shall complete such FF&E Work to the reasonable satisfaction of Lender within ninety (90) days after the receipt of such description from Lender, or such later date as may be approved by Lender in its reasonable discretion. The FF&E Reserve is solely for the protection of Lender and entails no responsibility on Lender's part beyond the payment of the costs and expenses described in this Section in accordance with the terms hereof and beyond the allowing of the Management Agreement and to deposit into such account during each Fiscal Year monies due credit for the account of Landlord (which amounts shall be funds of Landlord for all purposes and shall be reimbursed to Tenant in accordance with Section 3.1.6(f)) in sums actually received. In the amount required to be maintained pursuant to the Management Agreement and in accordance with established custom of Manager prior to the Commencement Date. Landlord shall be responsible for the payment of all amounts required to be paid by "Owner" (as defined in the Management Agreement) pursuant to the Management Agreement to fund the FF&E Reserve, including, without limitation, any deficits therein, and for paying for all FF&E necessary for the continued operation of the Facility in accordance with First Class Operating Standards, subject to the provisions of Schedule 22.2. Tenant shall make no expenditure for replacement of ------------- FF&E in excess of event that the amounts on deposit or available in the FF&E Reserve without first obtaining are inadequate to pay the written approval cost of Landlord (unless Tenant makes the FF&E Work, Borrower shall pay promptly the amount of such expenditures from its own deficiency. Upon assignment of the Loan by Lender, any funds without any right to reimbursement hereunder). In in the event Tenant funds any amounts required to FF&E Reserve shall be funded by Landlord for FF&E pursuant hereto or by "Owner" pursuant turned over to the Management Agreement which Landlord has approvedassignee and any responsibility of Lender, Tenant as assignor, with respect thereto shall receive a reimbursement terminate. Funds in the FF&E Reserve shall only be used for the purpose set forth in this Section, except that if there is an Event of Default under the Loan Documents, Lender may, but shall not be obligated to, apply at any time that such Event of Default is continuing the balance then remaining in the FF&E Reserve against the indebtedness secured hereby in whatever order Lender shall subjectively determine. No such application of the FF&E Reserve shall be deemed to cure any Default or Event of Default hereunder. Upon full payment of the indebtedness secured hereby in accordance with Section 3.1.6(f) hereof. Any additions to its terms or replacements of furnitureat such earlier time as Lender may elect, fixtures, and equipment located at the Leased Property shall become part balance of the FF&E which is owned Reserve then in Lender's possession shall be paid over to Borrower and no other party shall have any right or claim thereto. The FF&E Reserve shall not, unless otherwise explicitly required by Landlordapplicable law, subject be or be deemed to the limitations set forth in Schedule 22.2 hereof. Throughout the ------------- Term of this Leasebe escrow or trust funds, Tenant shallbut, at its sole cost Lender's option and expense but subject to in Lender's discretion, may either be held in a separate account or be commingled by Lender with the terms hereof general funds of Lender or Lender's loan servicer. Borrower understands and agrees that, notwithstanding the establishment of the Management AgreementFF&E Reserve as herein required, cause all of the items proceeds of the Note have been, and shall be considered, fully disbursed and shall bear interest and be payable on the terms provided therein. Borrower grants to Lender a first priority security interest in all funds on deposit in the FF&E Reserve to be secure its obligations under the Loan Documents. Borrower shall execute any and all documents or agreements, and take such actions, as Lender in proper working order and its good faith reasonably deems necessary or advisable to ensure that Lender shall at all times retain a first-priority perfected security interest in good condition (ordinary wear and tear excepted)the FF&E Reserve.

FF&E Reserve. (a) Upon execution of this Agreement, Tenant shall cause Manager to establish and maintain has established a reserve account (the "FF&E ReserveRESERVE") in accordance with the terms a bank designated by Tenant and approved by Landlord. The purpose of the Management Agreement FF&E Reserve is to cover the cost of: (i) Replacements and renewals to deposit into any Hotel's furnishings, fixtures and equipment; (ii) Certain routine repairs and maintenance to any Hotel building which are normally capitalized under GAAP such account during each Fiscal Year monies for as exterior and interior repainting, resurfacing building walls, floors, roofs and parking areas, and replacing folding walls and the account of like; and (iii) Major repairs, alterations, improvements, renewals or replacements to any Hotel's buildings' structure, roof, or exterior facade, or to its mechanical, electrical, heating, ventilating, air conditioning, plumbing or vertical transportation systems. Tenant agrees that it will, from time to time, execute such reasonable documentation as may be requested by Landlord (which amounts shall be funds of and any Hotel Mortgagee to assist Landlord for all purposes and shall be reimbursed to Tenant such Hotel Mortgagee in accordance with Section 3.1.6(f)) establishing or perfecting the Hotel Mortgagee's security interest in Landlord's residual interest in the amount required to be maintained pursuant to the Management Agreement and funds which are in accordance with established custom of Manager prior to the Commencement Date. Landlord shall be responsible for the payment of all amounts required to be paid by "Owner" (as defined in the Management Agreement) pursuant to the Management Agreement to fund the FF&E Reserve; PROVIDED, includingHOWEVER, without limitation, that no such documentation shall contain any deficits therein, and for paying for all FF&E necessary for the continued operation amendment to or modification of the Facility in accordance with First Class Operating Standards, subject to any of the provisions of Schedule 22.2this Agreement. Tenant shall make no expenditure for replacement of ------------- FF&E in excess of It is acknowledged and agreed that, during the amounts Term, funds in the FF&E Reserve without first obtaining are the written approval property of Tenant. (b) Throughout the Term, Tenant shall transfer (within ten (10) Business Days after the end of each Accounting Period during the Term) into the FF&E Reserve an amount equal to the Applicable Percentage of Total Hotel Sales for such Accounting Period. Together with the documentation provided to Landlord (unless pursuant to SECTION 3.1.2(C), Tenant makes shall deliver to Landlord an Officer's Certificate setting forth the total amount of deposits made to and expenditures from the FF&E Reserve for the preceding Fiscal Year, together with a reconciliation of such expenditures from with the applicable FF&E Estimate. (c) With respect to each Lease Year, Tenant shall prepare an estimate (the "FF&E ESTIMATE") of FF&E Reserve expenditures necessary during the ensuing Fiscal Year, and shall submit such FF&E Estimate to Landlord, on or before December 1 of the preceding Lease Year, for its own funds without any right to reimbursement hereunder)review and approval, which approval shall not be unreasonably withheld, delayed or conditioned. In the event that Landlord shall fail to respond within thirty (30) days after receipt of the FF&E Estimate, such FF&E Estimate shall be deemed approved by Landlord. All expenditures from the FF&E Reserve shall be (as to both the amount of each such expenditure and the timing thereof) both reasonable and necessary, given the objective that the Hotels will be maintained and operated to a standard comparable to competitive hotels. All amounts from the FF&E Reserve shall be paid to Persons who are not Affiliated Persons of Tenant funds any amounts required without mxxx-up or allocated internal costs by Tenant or its Affiliated Persons except that Tenant may use Affiliated Persons to be funded provide goods and services if Landlord has granted its prior written approval thereof or the cost is the lesser of (x) the lowest of two competitive bids therefor submitted by non-Affiliated Persons of Tenant and (y) fair market. (d) Tenant shall, consistent with the FF&E Estimate approved by Landlord, from time to time make expenditures from the FF&E Reserve as it deems necessary provided that Tenant shall not materially deviate from the FF&E Estimate approved by Landlord for without the prior approval of Landlord, which approval shall not be unreasonably withheld, delayed or conditioned, except in the case of emergency where immediate action is necessary to prevent imminent harm to person or property. (e) Upon the expiration or sooner termination of this Agreement, funds in the FF&E pursuant hereto or by "Owner" pursuant Reserve and all property purchased with funds from the FF&E Reserve during the Term shall be paid, granted and assigned to Landlord as Additional Charges. (f) Upon execution of this Agreement, Tenant has deposited the FF&E Funded Amount into the FF&E Reserve. Notwithstanding anything to the Management Agreement which Landlord has approvedcontrary set forth in this SECTION 5.1.2, such funds may be used by Tenant shall receive a reimbursement solely for the purpose of completing the Tampa Renovation in accordance with Section 3.1.6(f) hereof. Any additions to or replacements of furnitureEXHIBIT D, fixtures, and equipment located at the Leased Property shall become part of the FF&E which is owned unless otherwise agreed by Landlord, subject to the limitations set forth Landlord in Schedule 22.2 hereof. Throughout the ------------- Term of this Lease, Tenant shall, at its sole cost and expense but subject to the terms hereof and of the Management Agreement, cause all of the items of FF&E to be in proper working order and in good condition (ordinary wear and tear excepted)writing.

FF&E Reserve. Tenant (a) On or prior to the last Business Day of each calendar month, until all obligations under the Loan Documents have been paid in full, Borrower shall cause Manager to establish deposit into a Manager’s Account an amount equal to the greater of (i) four percent (4%) of Gross Operating Revenues for the Property for the previous month, and maintain a (ii) the amount required to be deposited into any FF&E reserve account (the "FF&E Reserve") in accordance with for such month pursuant to the terms of the Management Agreement and to deposit into such account during each Fiscal Year monies for Agreement. (b) In connection with the account of Landlord (which amounts shall be funds of Landlord for all purposes Loan, Operating Lessee has established, and shall be reimbursed continue to Tenant maintain, with Administrative Agent the FF&E Reserve Account for deposit and application as described in accordance with Section 3.1.6(f)) this subsection. On the Effective Date, the balance in the FF&E Reserve Account is $0.00. In the event Manager fails to make any deposit required by Section 4.3(a) above, Administrative Agent may, each month thereafter during the term of the Loan, withdraw from the Collection Account, prior to any disbursement to or on behalf of Borrower or Operating Lessee, an amount (each, an “FF&E Reserve Deposit”) equal to any deficiency in amounts deposited by Manager (such that, at the end of the year, the aggregate amount on deposit will be, in Administrative Agent’s estimate, sufficient to aggregate the total FF&E reserve amounts required to be maintained pursuant to under the Management Agreement and hereunder for such year) and deposit such amount into the FF&E Reserve Account. (c) Provided no Default is continuing, within five (5) Business Days following submission in accordance with established custom writing of Manager prior a request therefor by Borrower, Administrative Agent shall provide to Borrower from the Commencement Date. Landlord shall FF&E Reserve Account, funds to be responsible used by Borrower and Operating Lessee solely for the payment of all amounts required to be paid by "Owner" (as defined in the Management Agreement) pursuant to the Management Agreement to fund the expenditures for FF&E Reserve, including, without limitation, any deficits therein, and for paying for all FF&E necessary for the continued operation of the Facility other capital items in accordance with First Class Operating Standardsthe Capital Budget. (d) Following a Default, subject Administrative Agent may apply all or any part of amounts escrowed pursuant to Section 4.3(b) (including any interest earned on such amounts) to any obligations under the provisions Loan Documents and/or to cure such Default, in which event Borrower shall be required to restore all amounts so applied, as well as to cure any other aspect of Schedule 22.2. Tenant shall make no expenditure for replacement of ------------- FF&E in excess such Default not cured by such application. (e) Upon assignment of the Loan, Administrative Agent shall have the right to assign all amounts collected and in its possession in the FF&E Reserve without first obtaining Account to its assignee whereupon Administrative Agent shall be released from all liability with respect thereto. (f) The Administrative Agent shall have the written approval of Landlord right (unless Tenant makes such expenditures from its own funds without any right to reimbursement hereunder). In the event Tenant funds any amounts required to be funded by Landlord exercised from time to time at its election) to audit Borrower’s and Operating Lessee’s books and records in order to determine whether or not the funds withdrawn or disbursed from the FF&E Reserve Account have been spent only for the purpose for which they were withdrawn or disbursed. Borrower and Operating Lessee shall cooperate with Administrative Agent in connection with any such audit. (g) Promptly upon full repayment of the obligations under the Loan Documents (other than full repayment of the obligations under the Loan Documents as a consequence of a foreclosure or conveyance in lieu of foreclosure of the liens and security interests securing the obligations under the Loan Documents), the balance of all amounts collected and in Lender’s possession and not applied to the payment of expenditures for FF&E pursuant hereto or by "Owner" pursuant to the Management Agreement which Landlord has approved, Tenant shall receive a reimbursement in accordance with Section 3.1.6(f) hereof. Any additions to or replacements of furniture, fixtures, and equipment located at the Leased Property shall become part of the FF&E which is owned by Landlord, subject to the limitations as set forth in Schedule 22.2 hereof. Throughout the ------------- Term of this Lease, Tenant shall, at its sole cost Section 4.3 shall be paid to Borrower and expense but subject to the terms hereof and of the Management Agreement, cause all of the items of FF&E to be in proper working order and in good condition (ordinary wear and tear excepted)no other party shall have any right or claim thereto.