Common use of Franchise Agreement Clause in Contracts

Franchise Agreement. [FOR MARRIOTT BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Franchisee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Franchisee” under Sections XIII (Accounts and Receipts) and XIV (Insurance) of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Franchisee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Franchisee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During the Term of (a) Except as provided in this Agreement, subject the Properties shall at all times be operated in accordance with the terms and conditions of the Franchise Agreements. Borrower shall, or shall cause Mortgage Borrower or Operating Lessee to cause Manager to, (i) pay all sums required to be paid by Mortgage Borrower, Operating Lessee and/or Manager under the availability of adequate fundsFranchise Agreements, Manager shall perform (ii) diligently perform, observe and enforce all of the obligations terms, covenants and conditions of Owner as “Franchisee” the Franchise Agreements, (iii) promptly deliver to Lender a copy of any written notice to Mortgage Borrower or Operating Lessee of any default by Mortgage Borrower, Operating Lessee and/or Manager under the Franchise Agreement Agreements and notify Lender of any material default under the Franchise Agreements of which it is aware, (iv) promptly deliver to Lender a copy of any written notice to Franchisor of any default by Franchisor under the Franchise Agreements, (v) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of non-performance, report and estimate (a) received by Mortgage Borrower or Operating Lessee under the Franchise Agreements and (b) required to be delivered by Mortgage Borrower, Operating Lessee and/or Manager to Franchisor under the Franchise Agreements, (vi) complete all work required under any PIP on or prior to the Outside Date, (vii) not modify or amend the Franchise Agreements to the extent such obligations relate modification or amendment could reasonably be expected to the management have a Material Adverse Effect, and (viii) except as provided in clause (b) below not terminate, cancel, or operation of the Hotel, including, without limitation, the obligations of “Franchisee” under Sections XIII (Accounts and Receipts) and XIV (Insurance) of replace the Franchise AgreementAgreements, nor replace the Franchisor, nor waive or release any of its rights and Manager shall not commit any act or omit to take any action that would cause a default by the Franchisee remedies under the Franchise AgreementAgreements in any material respect, without Lender’s prior written consent. Each request by Borrower for approval and consent by Lender pursuant to this Section 5.25 shall be in writing and contain a legend in capitalized bold letters on the top of the cover page stating: “LENDER’S RESPONSE IS REQUESTED WITHIN TEN (10) BUSINESS DAYS. LENDER’S FAILURE TO RESPOND WITHIN SUCH TIME PERIOD SHALL RESULT IN LENDER’S CONSENT BEING DEEMED TO HAVE BEEN GRANTED” and Borrower shall include the following documentation with such request all materials reasonably necessary in order for Lender to evaluate such matter. In the event that Lender fails to grant or withhold its approval and consent to such matter within such ten (10) Business Day period (and, in the case of a withholding of consent, stating the grounds therefor in reasonable detail), then, so long as no Event of Default is continuing, Lender’s approval and consent shall be deemed to have been granted. There shall be no administrative or approval fee in connection with this Section 5.25(a), but Borrower shall pay any inconsistency between the provisions of this Agreement out-of-pocket costs and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. expenses incurred by Lender. (b) Notwithstanding the foregoing, Manager provided no Event of Default is continuing, Mortgage Borrower and/or Operating Lessee shall not have the right, and the right to grant permit Franchisor, without the prior written approval of Lender (but upon prior written notice to Lender), to terminate a Franchise Agreement at an Individual Property; provided, however, it shall be an Event of Default hereunder in the event that within sixty (60) days of the termination of such Franchise Agreement (i) Borrower shall have failed (or shall have failed to cause Mortgage Borrower or Operating Lessee in the case of clause (2) hereof) to deliver to Lender either (1) a PIP Guaranty relating to any consent, approval or other right reserved to New PIP contemplated by the Franchisee under the Replacement Franchise Agreement or the Replacement Management Agreement with a Brand Manager or (2) Cash to make any decision or agreement on behalf of Owner under be deposited into the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject PIP Reserve Account in an amount equal to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default PIP Required Deposit contemplated by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Replacement Franchise Agreement or the Replacement Management Agreement with a Brand Manager, which Cash shall be held and distributed in accordance with the terms of Section 9.9 of the Mortgage Loan Agreement and (ii) Borrower fails to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the deliver evidence reasonably acceptable to Lender that a Replacement Franchise Agreement or a Replacement Management Agreement with a Brand Manager is terminated for any reason, this Agreement shall also terminate effective as of in full force and effect at the date of termination of the Franchise Agreement, unless the parties hereto agree otherwiseapplicable Individual Property.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Franchisee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Franchisee” under Sections XIII (Accounts and Receipts) and XIV (Insurance) of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Franchisee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Franchisee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During The Parties acknowledge and agree that the Term of transactions contemplated by this Agreement, subject to Agreement are contingent upon Lessee JV obtaining approval for a new franchise agreement for the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Franchisee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, Hotel under a hotel brand owned by Franchisor (the obligations of “Franchisee” under Sections XIII (Accounts and Receipts) and XIV (Insurance) of the New Franchise Agreement”), which New Franchise Agreement (including the PIP required thereunder) shall be in form and Manager substance in all respects acceptable to and approved by Lessee JV. Prior to or immediately following the Effective Date, Lessee JV shall not commit any act or omit submit its application and application fee to take any action that would cause Franchisor for approval of Lessee JV as its new franchisee at the Hotel (“Franchise Approval”) pursuant a default by the Franchisee under the New Franchise Agreement. Hersha Owner and Hersha Lessee agree to reasonably cooperate with and assist Lessee JV in its pursuit of Franchise Approval, at no material cost to Hersha Owner or Hersha Lessee. Franchise Approval shall be a condition to Hersha Owner’s and Hersha Lessee’s obligation to close and Owner JV’s and Lessee JV’s obligation to close. Owner JV and Lessee JV shall use diligent good faith efforts to obtain Franchise Approval no later than fifteen (15) days prior to the Closing Date, and Owner JV and Lessee JV shall provide Hersha Owner and Lessee Owner with written notice immediately upon obtaining Franchise Approval. In connection with such Franchise Approval, it shall be a condition to Hersha Owner’s obligation to close that the event of existing license agreement between Hersha Lessee and Franchisor (the “Existing Franchise Agreement”) shall have been terminated without material cost to Hersha Owner or Hersha Lessee, and Hersha Owner, Hersha Lessee and any inconsistency between guarantors or co-obligors shall have been expressly released from any further obligations or liability thereunder. Hersha Owner and Hersha Lessee shall have the provisions of right at all times to contact Franchisor in order to confirm that Lessee JV is complying with its obligations under this Agreement and the provisions status of the negotiations of the New Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Franchisee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During the Term of this AgreementBorrower has delivered to Lender a true, subject to the availability of adequate funds, Manager shall perform all correct and complete copy of the obligations Franchise Agreement. Borrower represents and warrants to Lender that: (i) the Franchise Agreement is in full force and effect; (ii) neither Borrower nor Master Tenant has previously received or delivered any notice of Owner as “Franchisee” default under the Franchise Agreement which has not been cured within applicable notice and/or cure periods; (iii) no default by Master Tenant or to Borrower’s knowledge, Franchisor currently exists under the extent such obligations relate to the management Franchise Agreement, nor is Borrower aware of any event or operation of the Hotel, including, without limitation, the obligations of “Franchisee” under Sections XIII (Accounts and Receipts) and XIV (Insurance) condition which if not cured within applicable notice and/or cure periods would result in Master Tenant or Franchisor being in material default of the Franchise Agreement; (iv) the Franchise Agreement sets forth the entire agreement between Franchisor and Master Tenant concerning the Property, or any portion thereof, and Manager shall not commit there are no other agreements, written or oral, to which Franchisor and Master Tenant or Borrower are parties concerning the Property, or any act portion thereof; (v) except as disclosed in the Franchise Agreement, as of the Closing Date, (A) all capital or omit other property improvements currently required to take any action that would cause a default be performed by the Franchisee franchisee under the Franchise Agreement have been performed; (B) there are no capital or other property improvements that are or will be required to be performed in the future by the franchisee under the Franchise Agreement. In the event ; and (C) Borrower has no knowledge, of any capital or other property improvements which Franchisor is contemplating or considering requiring to be performed by the franchisee under the Franchise Agreement in the future; (vi) Master Tenant’s rights under the Franchise Agreement will not be adversely affected by the execution and delivery of the Loan Documents or Borrower’s or Master Tenant’s performance thereunder, (vii) all fees and other compensation for services previously performed under the Franchise Agreement have been paid in full and (x) there are no: (A) collective bargaining agreements and/or other labor agreements to which Borrower or Master Tenant is a party or by which either of them is or may be bound; (B) employment, profit sharing, deferred compensation, bonus, stock option, stock purchase, pension, retainer, consulting, retirement, health, welfare, or incentive plans and/or contracts to which Borrower or Master Tenant is a party or by which either of them is or may be bound, or (C) plans and/or agreements under which “fringe benefits” (including, but not limited to, vacation plans or programs, and related or similar dental or medical plans or programs, and related or similar benefits) are afforded to employees of Borrower or Master Tenant is a party or by which either of them is or may be bound. Neither Borrower nor Master Tenant has violated any applicable laws, rules and regulations relating to the employment of labor, including those relating to wages, hours, collective bargaining and the payment and withholding of taxes and other sums as required by appropriate Governmental Authorities. To the extent of any conflict or inconsistency between the provisions of this Agreement and among the provisions of the Loan Documents and the Franchise AgreementAgreement or any other similar document, the provisions of the Franchise Agreement Loan Documents shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Franchisee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwisecontrol.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During Seller has entered into a (the Term “Existing Franchise Agreement”) with Hilton Hotels (the “Franchisor”) governing the use of the Hotel as a Homewood Suites by Hilton (the “Brand”). At the Closing, Buyer and the Franchisor shall enter into a new franchise agreement, effective as of the Closing Date, replacing the Existing Franchise Agreement and containing terms and conditions acceptable to Buyer. Buyer shall be responsible for the payment and completion of any Franchisor mandated product improvement plan. If Buyer pays the cost for the product improvement plan report (the “PIP Fee”), then, in the event this Contract is terminated and Closing does not occur (other than by reason of Buyer’s default), Seller shall reimburse Buyer for the PIP Fee. Seller and the Franchisor shall terminate the Existing Franchise Agreement, subject as of the Closing Date, and Buyer shall be solely responsible for all claims and liabilities arising thereunder. Seller and Buyer shall use all commercially reasonable efforts to obtain a release of Seller and any other guarantors as described in Section 5.2(d) above. Buyer agrees to apply for and use reasonable efforts, and Seller shall cooperate with Buyer, to obtain the new franchise agreement, together with the assignment to Buyer of all waivers of any brand standard necessary or appropriate for the operation of the Hotel under the Brand. It shall be a condition to Closing for Buyer and Seller that the Franchisor provide the foregoing consent; provided, however, that Buyer shall not be entitled, as a condition to Closing, to require amendments to the availability of adequate funds, Manager shall perform all Existing Franchise Agreement (or to require a new franchise agreement (the “New Franchise Agreement”)) that contains economic terms more favorable to the owner or franchisee than the economic terms of the obligations of Owner as “Franchisee” under the Existing Franchise Agreement or that differ in any other material respect from the form of franchise agreement which Buyer and Franchisor have negotiated previously as their standard form of franchise agreement (to the extent such obligations relate standard forms are applicable under the circumstances). Buyer shall be responsible for all costs related to the management or operation termination of the Hotel, including, without limitation, the obligations of “Franchisee” under Sections XIII (Accounts and Receipts) and XIV (Insurance) of the Existing Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Franchisee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions execution of the Franchise Agreementa new franchise agreement, including but not limited to, the provisions payment of the Franchise Agreement license, application, transfer and similar fees thereunder. Seller shall prevail. Manager shall send use best efforts to promptly to Owner any and provide all notices that Manager receives from information required by the Franchisor in connection with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Franchisee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent each such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreementnew franchise agreement, and Manager Seller and Buyer shall not commit any act or omit to take any action that would cause a default by diligently pursue obtaining each the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwisesame.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During the Term of (a) Except as provided in this Agreement, subject the Properties shall at all times be operated in accordance with the terms and conditions of the Franchise Agreements. Borrower shall, or shall cause Senior Mezzanine Borrower to cause Mortgage Borrower or Operating Lessee to cause Manager to, (i) pay all sums required to be paid by Mortgage Borrower, Operating Lessee and/or Manager under the availability of adequate fundsFranchise Agreements, Manager shall perform (ii) diligently perform, observe and enforce all of the obligations terms, covenants and conditions of Owner as “Franchisee” the Franchise Agreements, (iii) promptly deliver to Lender a copy of any written notice to Mortgage Borrower or Operating Lessee of any default by Mortgage Borrower, Operating Lessee and/or Manager under the Franchise Agreement Agreements and notify Lender of any material default under the Franchise Agreements of which it is aware, (iv) promptly deliver to Lender a copy of any written notice to Franchisor of any default by Franchisor under the Franchise Agreements, (v) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of non-performance, report and estimate (a) received by Mortgage Borrower or Operating Lessee under the Franchise Agreements and (b) required to be delivered by Mortgage Borrower, Operating Lessee and/or Manager to Franchisor under the Franchise Agreements, (vi) complete all work required under any PIP on or prior to the Outside Date, (vii) not modify or amend the Franchise Agreements to the extent such obligations relate modification or amendment could reasonably be expected to the management have a Material Adverse Effect, and (viii) except as provided in clause (b) below not terminate, cancel, or operation of the Hotel, including, without limitation, the obligations of “Franchisee” under Sections XIII (Accounts and Receipts) and XIV (Insurance) of replace the Franchise AgreementAgreements, nor replace the Franchisor, nor waive or release any of its rights and Manager shall not commit any act or omit to take any action that would cause a default by the Franchisee remedies under the Franchise AgreementAgreements in any material respect, without Lender’s prior written consent. Each request by Borrower for approval and consent by Lender pursuant to this Section 5.25 shall be in writing and contain a legend in capitalized bold letters on the top of the cover page stating: “LENDER’S RESPONSE IS REQUESTED WITHIN TEN (10) BUSINESS DAYS. LENDER’S FAILURE TO RESPOND WITHIN SUCH TIME PERIOD SHALL RESULT IN LENDER’S CONSENT BEING DEEMED TO HAVE BEEN GRANTED” and Borrower shall include the following documentation with such request all materials reasonably necessary in order for Lender to evaluate such matter. In the event that Lender fails to grant or withhold its approval and consent to such matter within such ten (10) Business Day period (and, in the case of a withholding of consent, stating the grounds therefor in reasonable detail), then, so long as no Event of Default is continuing, Lender’s approval and consent shall be deemed to have been granted. There shall be no administrative or approval fee in connection with this Section 5.25(a), but Borrower shall pay any inconsistency between the provisions of this Agreement out-of-pocket costs and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. expenses incurred by Lender. (b) Notwithstanding the foregoing, Manager provided no Event of Default is continuing, Mortgage Borrower and/or Operating Lessee shall not have the right, and the right to grant permit Franchisor, without the prior written approval of Lender (but upon prior written notice to Lender), to terminate a Franchise Agreement at an Individual Property; provided, however, it shall be an Event of Default hereunder in the event that within sixty (60) days of the termination of such Franchise Agreement (i) Borrower shall have failed (or shall have failed to cause Senior Mezzanine Borrower to cause Mortgage Borrower or Operating Lessee in the case of clause (2) hereof) to deliver to Lender either (1) a PIP Guaranty relating to any consent, approval or other right reserved to New PIP contemplated by the Franchisee under the Replacement Franchise Agreement or the Replacement Management Agreement with a Brand Manager or (2) Cash to make any decision or agreement on behalf of Owner under be deposited into the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject PIP Reserve Account in an amount equal to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default PIP Required Deposit contemplated by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Replacement Franchise Agreement or the Replacement Management Agreement with a Brand Manager, which Cash shall be held and distributed in accordance with the terms of Section 9.9 of the Mortgage Loan Agreement and (ii) Borrower fails to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the deliver evidence reasonably acceptable to Lender that a Replacement Franchise Agreement or a Replacement Management Agreement with a Brand Manager is terminated for any reason, this Agreement shall also terminate effective as of in full force and effect at the date of termination of the Franchise Agreement, unless the parties hereto agree otherwiseapplicable Individual Property.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During (1) Where an Outlet is to be owned and operated by a Controlled Subsidiary, the Term Controlled Subsidiary shall execute a Franchise Agreement as franchisee; the Developer and any other shareholder holding (This material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the Commission.) or more of the equity of the Controlled Subsidiary shall also execute the Franchise Agreement to give the covenants and undertakings on the part of the Principals as defined in the form of Franchise Agreement attached at Annex 1 hereto for the Territory. Where the Outlet is to be owned and operated by the Developer or by a Sub-franchisee of the Developer, the Developer (as franchisee) shall execute a Franchise Agreement with BK (as franchisor), and the Sub-franchisee (as franchisee) shall execute a Sub-franchise Agreement with the Developer (as franchisor). (2) In respect of all Franchise Agreements executed following the date of this Agreement, subject the form of franchise agreement shall be in the form attached to Annex 1 hereto; provided, however, that the commercial terms shall reflect the terms set forth in this Agreement (even if that requires changes to the availability form of adequate funds, Manager Annex 1). The Developer shall perform all deliver an executed original of the obligations of Owner as “Franchisee” under the Franchise Agreement for a Company Outlet to BK at least seven days prior to the extent such obligations relate opening date of the relevant Company Outlet. The Developer shall provide BK with written notice of the opening of a Sub-franchised Outlet by no later than five days prior to the management or operation opening date, together with an executed original of the HotelFranchise Agreement for the Sub-franchised Outlet executed by the Developer. The Developer shall provide BK with one copy of the fully executed Sub-franchise Agreement on or prior to the opening date of the Sub-franchised Outlet. (3) In either case, includingBK may introduce such terms as may in all the circumstances be reasonable in the light of changes in applicable laws to the forms of franchise agreement prior to each Franchise Agreement being executed. (4) The term of each Franchise Agreement issued hereunder shall commence on the day the Outlet opens for business and shall expire at midnight on the day immediately preceding the 20th anniversary of such opening, without limitationprovided that where the Developer is unable to obtain a lease term of 20 years or more, BK shall if requested agree to a shorter franchise term equal to the obligations duration of “Franchisee” under Sections XIII the lease. Mobile restaurant franchises, if granted, shall have a duration of five years. (Accounts 5) The Developer and Receipts) and XIV (Insurance) its Controlled Subsidiaries shall be entitled to call for the grant of a new franchise in respect of each Outlet, to come into force on the day following the expiration of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by in accordance with the Franchisee under following provisions: (i) Both at the end of the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and throughout its term, the provisions Sub-franchisee must be in substantial compliance with all the terms of the Franchise Agreement. (ii) Not later than the last day of the second year before the end of the franchise term, the provisions Developer must have served notice on BK of its desire to extend the Franchise Agreement. (iii) Within the six months immediately preceding the expiration of the franchise term, the Sub-franchisee must have conducted a refurbishment of the Outlet so that the Outlet is in a good state of physical repair and condition, with all necessary repairs and redecoration’s completed, and refurbished to present a Current Image acceptable to Burger King and complying with the Current Image or one of the Current Images then accepted by BK for the development of new restaurants in the Region at the relevant time. (iv) The first such extension as may be called for by the Developer shall be for a duration of 20 years. If the Developer calls for a second extension, it shall be for a duration of 10 years. For the avoidance of doubt no Franchise Agreement shall prevail. Manager be subject to renewal in such a way that the total period of franchise shall send promptly to Owner any and all notices that Manager receives extend beyond the 50th year from the Franchisor with respect to date upon which the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of ManagerOutlet first opened for business. Notwithstanding the foregoingabove, Manager if any law or regulation subsequently limits the duration of any Franchise Agreement which may be granted within the Territory, then the period of each renewal shall not have be whichever shall be the right shorter of the period laid down by the said law or regulation, or the period otherwise laid down by this Article. In those circumstances, the Developer may call for successive renewals bringing the total period of franchise to grant any consent, approval or other right reserved 50 years. (6) The provisions of Article 9(5) apply equally to Franchise Agreements granted prior to the Franchisee under Effective Date as they do to Franchise Agreements granted after the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwiseEffective Date.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During If we have approved the Term site, we will offer you a franchise to operate a WOB Tavern at the proposed site by delivering to you a Franchise Agreement in a form ready for signing by you. The Franchise Agreement will be the standard form of Franchise Agreement we are then using to grant franchises for WOB Taverns, except that the Franchise Fee will be reduced to $45,000 if the Tavern is your second or a subsequent Tavern being developed under this Agreement, subject to . The Franchise Fee for each Tavern must be paid on the availability date of adequate funds, Manager shall perform all of the obligations of Owner as “Franchisee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotelfor that Tavern, including, without limitation, the obligations of “Franchisee” under Sections XIII (Accounts and Receipts) and XIV (Insurance) but consistent with Section 5 above. Within 30 days after your receipt of the Franchise Agreement, you must: (a) sign and Manager shall not commit deliver such Franchise Agreement, together with any act or omit to take any action that would cause a default ancillary agreements required by the Franchisee Franchise Agreement, to us and (b) pay us the applicable then-current Franchise Fee required by the Franchise Agreement, but consistent with Section 5 above. If you do not timely sign and return such Franchise Agreement and tender payment of the Franchise Fee, we may revoke our offer to grant you a franchise to operate a Tavern at such proposed site. Contemporaneously with the signing of the Franchise Agreement, each of your direct or indirect owners must sign and deliver to us a Principal Owner’s Guaranty in the form attached to the Franchise Agreement. You understand that any obligation or liability you incur with respect to the proposed Tavern or location before we have approved it in writing and countersigned the Franchise Agreement is at your sole risk and will be your sole responsibility. We will be under no obligation to execute and deliver a Franchise Agreement unless you have complied in a timely manner with all of the terms and conditions of this Agreement and satisfied all requirements set forth herein to the execution of the Franchise Agreement. In the event addition, we will be under no obligation to execute a Franchise Agreement if you are in breach or default of any inconsistency between the provisions of this Agreement and the provisions of the other Franchise Agreement, the provisions of the Area Development Agreement, or any other agreement between you and us. If any Franchise Agreement shall prevail. Manager shall send promptly to Owner any contemplated by this Agreement is executed by us, it will supersede this Agreement in all respects and all notices that Manager receives from govern the Franchisor relationship between the parties with respect to the Hotel or Tavern that is the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the subject matter of such Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Franchisee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During Within five (5) Business Days after the Term Effective Date, Purchaser shall submit its application and $50,000 application fee to Existing Franchisor for approval of Purchaser as its new franchisee at the Hotel (“Franchise Approval”) pursuant to a New Franchise Agreement (as defined below), and shall contemporaneously provide a true, correct and complete copy thereof to Seller which may be partially redacted due to confidentiality concerns (together, thereafter, with any other correspondence and documentation from Existing Franchisor) and shall comply with all other requirements pursuant to the Existing Franchise Agreement (as defined below) in connection with Franchise Approval (and shall provide evidence thereof to Seller). Seller agrees to cooperate in a commercially reasonable manner with Purchaser in its pursuit of Franchise Approval. Anything herein to the contrary notwithstanding, Franchise Approval is not a condition to Purchaser’s obligation to close (although Seller’s release from its Existing Franchise Agreement without material cost to Seller is a condition to Seller’s obligation to close); provided, however, Purchaser acknowledges and agrees that provided it has complied with its obligations herein to seek and obtain the Franchise Approval, Purchaser’s sole remedy in the event it does not secure Franchise Approval by no later than sixty (60) days after Existing Franchisor’s deemed receipt of the application, application fee and any other requirements to Franchise Approval required by Existing Franchisor, which date can be extended for an additional thirty (30) days at Purchaser’s written request to Seller in the event of no definitive approval or disapproval from Existing Franchisor (provided it has otherwise extended the Closing in accordance with Section 6.1(a) herein, including by delivering any Extension Deposit to Escrow Agent), but solely to obtain Franchise Approval (the “Franchisor Response Date”), shall be to terminate this Agreement on the earlier to occur of within five (5) Business Days after the earlier of: (i) the Franchisor Response Date or (ii) Existing Franchisor delivers notice categorically denying Franchise Approval (the “Franchisor Disapproval Termination Date”). Notwithstanding anything contained herein, Purchaser acknowledges that, except as otherwise expressly set forth in this Agreement, subject to the availability of adequate funds, Manager it shall perform all of the obligations of Owner as “Franchisee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Franchisee” under Sections XIII (Accounts and Receipts) and XIV (Insurance) of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Franchisee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. Notwithstanding the foregoing, Manager shall not only have the right to grant any consentterminate this Agreement after the expiration of the Due Diligence Period and receive a return of the Deposit based solely on the failure of the Existing Franchisor to approve the New Franchise Agreement pursuant to this paragraph; provided, however, that Purchaser shall have provided the application, application fee and all other requested information to Existing Franchisor within all required timeframes. Should Purchaser not terminate this Agreement and Purchaser fails to obtain the approval of Existing Franchisor for a new franchise agreement for the Hotel for the same flag or brand (the “New Franchise Agreement”) by no later than the Franchisor Disapproval Termination Date, then, at Seller’s sole option, the Closing may nonetheless occur, and in such event Purchaser shall be responsible for all termination fees, liquidated and other right reserved to damages payable under Seller’s currently-existing franchise agreement with Existing Franchisor (the Franchisee “Existing Franchise Agreement”) and Purchaser shall perform all de-identification obligations under the Existing Franchise Agreement (the “De-Identification Obligations”), and Purchaser shall be responsible for any and all De-Identification Obligations regardless of whether or not Purchaser enters into the New Franchise Agreement or otherwise continues a franchise arrangement with Existing Franchisor or enters into a new agreement with another franchisor. Seller agrees to make indemnify and hold Purchaser harmless for any decision or agreement on behalf of Owner claims brought by Existing Franchisor pursuant to the Seller’s obligations under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Existing Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject which relate to and arise from its obligations prior to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwiseClosing.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During (a) Purchaser may instruct Seller to terminate the Term Franchise Agreement with such termination to be effective as of the Closing Date, in Purchaser's sole discretion, provided that in such event Purchaser shall be solely responsible for the payment of liquidated damages, termination fees, costs or other liabilities arising from or related to the termination of such Franchise Agreement and shall indemnify and hold harmless Seller therefrom. The preceding provisions of this Section 11.2 shall survive the Closing or earlier ------------ termination of this Agreement. (b) As between Seller and Purchaser, subject to Seller shall be solely responsible for obtaining, at its sole cost and expense, the availability of adequate funds, Manager shall perform all Franchisor Comfort Letters and the consent of the obligations of Owner as “Franchisee” under the Franchise Agreement franchisor, if required pursuant to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Franchisee” under Sections XIII (Accounts and Receipts) and XIV (Insurance) of the Franchise Agreement, and Manager to the transactions described in this Agreement; provided that the failure of Seller to obtain such Franchisor Comfort Letters or consents of franchisors, after using commercially reasonable, good faith efforts to do so in accordance with Section 8.1(o), shall not commit any act or omit to take any action that would cause be a default under this Agreement; -------------- provided further that Seller's obligation and liability to pay administrative fees imposed by the Franchisee under franchisor for such Franchisor Comfort Letters, such consents or otherwise in connection with the Franchise Agreementtransaction contemplated by this Purchase Agreement shall be limited to the first One Hundred Thousand Dollars ($100,000) of the collective administrative fees required by the franchisor and by any franchisor in connection with the transactions contemplated by the Other Agreements and one-half of all amounts in excess thereof, and Purchaser hereby covenants and agrees to pay the other one-half of such administrative fees in excess of One Hundred Thousand Dollars ($100,000). In no event shall the requirement of payment of administrative fees constitute a reason for Purchaser to fail to close on the Property. (c) In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of Purchaser directs Seller to terminate the Franchise Agreement shall prevail. Manager shall send promptly pursuant to Owner any this Section 11.2 and all notices that Manager receives intends to cause Operating ------------ Lessee, as lessee, to enter into a new franchise agreement at the Closing and has a binding commitment from the Franchisor with respect new franchisor for the same (subject to reasonable conditions), Seller and Purchaser hereby agree to negotiate in good faith to an adjustment of the rent payable pursuant to the Hotel Operating Lease, based on the terms and conditions of the new franchise agreement and its anticipated effect on Gross Revenues (as defined in the Operating Lease). (d) Notwithstanding anything to the contrary contained herein (including without limitation subparagraph (b) above), if in connection with the transaction contemplated by this Agreement or the obtaining of the Franchisor Comfort Letters or franchisor consents, the franchisor requires any capital improvement to be made at the Property (hereinafter, a "PIP"), Purchaser shall be solely responsible for the cost and expense of the same. In no event shall the requirement of a PIP constitute a reason for Purchaser to fail to close on the Property. In lieu of agreeing to any PIP requirement, Purchaser may direct Seller to terminate the Franchise Agreement and shall keep Owner fully informed with respect as provided in Section 11.2(a). If --------------- any such PIP requirement is imposed solely as a result of Purchaser's request for a Franchisor Comfort Letter, Purchaser may waive the delivery of such Franchisor Comfort Letter as a condition to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Franchisee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwiseClosing.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During So long as Purchaser complies with its obligations set forth in this Section 4.9, it shall be a condition to Purchaser’s obligation to Closing that Franchisor shall have entered into a new hotel franchise agreement with Purchaser or its designee on the Term form included in Franchisor’s current Franchise Disclosure Document (“FDD”) modified to give Purchaser the benefit of this Agreement, Seller’s license fee and area of protection terms (subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Franchisee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Franchisee” under Sections XIII (Accounts and Receipts) and XIV (Insurance) Purchaser’s compliance with Section 11.2.2 of the Franchise Agreement, ) and Manager shall not commit any act or omit to take any action reserve fund obligations that would cause a default by the Franchisee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of are set forth in the Franchise Agreement, the provisions agreed property improvement plan (aka “PIP”) (PIP dated September 3, 2015) and such other commercially reasonable changes requested by Purchaser to the form franchise agreement included in the FDD (the “Material Franchise Terms”); provided, however, only those commercially reasonable changes that are consistent with the terms of the most recent franchise agreement between Franchisor and Purchaser or Affiliates of Purchaser shall be considered Material Franchise Terms for purposes of this Agreement. Franchisor’s written confirmation (or its customary equivalent) to, at Closing, enter into such franchise agreement with Purchaser upon the Material Franchise Terms, shall be referred to herein as the “Franchisor Approval”. Promptly after the Effective Date (and not later than three (3) Business Days), Purchaser shall file its application for a new franchise agreement with Franchisor and together therewith pay all required application fees. Purchaser shall use commercially reasonable efforts to pursue and negotiate in good faith the Franchisor Approval with Franchisor on or before expiration of the Inspection Period. Notwithstanding anything in this Agreement to the contrary, if the Franchisor Approval has not been granted by the expiration of the Inspection Period, Purchaser may elect to extend the Inspection Period for up to an additional five (5) Business Days, for the sole purpose allowing Purchaser to obtain Franchisor Approval and for no other reason whatsoever, by delivering written notice to Seller of such election (the “Extension Notice”) prior to the expiration of the Inspection Period (provided, however, in no event shall such extension of the Inspection Period grant Purchaser the right to terminate this Agreement for any reason other than for Franchisor’s failure or refusal to issue a Franchisor Approval). Seller acknowledges that as of the Effective Date, Purchaser has not received the Franchisor Approval and that Purchaser has timely delivered to Seller the Extension Notice and properly exercised its right to extend the Inspection Period as described in the previous sentence. If Purchaser does not deliver a written notice to Seller prior to 5:00 p.m. Dallas, Texas time on the fifth (5th) Business Day following the expiration of the Inspection Period informing Seller that despite Purchaser’s commercially reasonable efforts to obtain the Franchisor Approval, the Franchisor Approval has not been obtained and in connection therewith Purchaser is electing to terminate this Agreement pursuant to this Section 4.9 (the “Franchise Termination Notice”), then Purchaser shall be deemed to have fully and knowingly waived any right to terminate this Agreement pursuant to this Section 4.9 and thereafter the Deposit shall be non-refundable to Purchaser except as otherwise expressly provided in this Agreement. Upon receipt by Seller and the Escrow Company of such Franchise Termination Notice, (a) this Agreement shall automatically terminate, (b) the parties shall have no further obligations to or recourse against each other (except for the Surviving Obligations) and (c) the Escrow Company shall within one (1) Business Day of its confirmation of Seller’s receipt of the Franchise Termination Notice return to Purchaser the Deposit. Purchaser expressly acknowledges that (a) Seller has entered into this Agreement on the basis that no termination costs, fees or expenses or liquidated damages shall be payable by Seller as a result of the sale of the Property to Purchaser as a result of Purchaser or its designee (at Purchaser’s sole cost and expense) so entering into a new hotel franchise agreement with Franchisor for the Hotel and, (b) Seller must receive a written release from Franchisor, on Franchisor’s current standard form, of any obligations of Seller or any of its Affiliates under the Franchise Agreement first arising from and after Closing (including pursuant to any guaranties from Seller or any of its Affiliates pursuant to the Franchise Agreement but expressly excluding any amounts due and owing (or otherwise incurred or accrued) prior to the Closing Date other than any liquidated damages). If Closing occurs and Purchaser or its designee has not so entered into a new hotel franchise agreement with Franchisor as set forth above (and Seller has not obtained a release of Seller and its Affiliates as set forth above), in each case, such that no termination fees, liquidated damages or similar fees and penalties are payable by Seller or any of its Affiliates (including Seller or any entity owning a beneficial interest in Seller in its capacity as a guarantor or otherwise) as a result of the sale of the Property to Purchaser, then Purchaser shall be responsible for, and shall save, protect, defend, indemnify and hold Seller (and any Affiliate of Seller) harmless from any such termination fees, liquidated damages or similar costs, fees and penalties in connection with the termination of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Franchisee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date Closing and any other Liabilities of termination Seller had the release of the Franchise Agreement, unless the parties hereto agree otherwiseSeller and its Affiliates as set forth above been obtained. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Licensee under the Franchise Agreement. In the event of any inconsistency between the The provisions of this Agreement and Section 4.9 shall survive the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwiseClosing.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During The Improvements on the Term of this Agreement, subject to Properties shall be operated under the availability of adequate funds, Manager shall perform all terms and conditions of the obligations of Owner as “Franchisee” Franchise Agreements. Borrower shall, or shall cause Operating Tenant to (i) pay all sums required to be paid by Borrower under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Franchisee” under Sections XIII (Accounts and Receipts) and XIV (Insurance) of the Franchise Agreement, (ii) diligently perform, observe and Manager enforce all of the material terms, covenants and conditions of the Franchise Agreement on the part of Borrower or Operating Tenant to be performed, observed and enforced to the end that all things shall not commit be done which are necessary to keep unimpaired the rights of Borrower and Operating Tenant under the Franchise Agreement, (iii) promptly notify Lender of the giving of any act notice to Borrower or omit to take Operating Tenant of any action that would cause a default by Borrower or Operating Tenant in the Franchisee performance or observance of any of the terms, covenants or conditions of the Franchise Agreement on the part of Borrower or Operating Tenant to be performed and observed and deliver to Lender a true copy of each such notice, and (iv) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, material notice, report and estimate received by it under the Franchise Agreement. In Neither Borrower nor Operating Tenant shall, without the event prior consent of any inconsistency between Lender, surrender the provisions of this Franchise Agreement and or terminate or cancel the provisions of Franchise Agreement or modify, change, supplement, alter or amend the Franchise Agreement, in any material respect, either orally or in writing, and Borrower hereby assigns to Lender as further security for the provisions payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower and Operating Tenant to surrender the Franchise Agreement or to terminate, cancel, modify, change, supplement, alter or amend the Franchise Agreement in any material respect, and any such surrender of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or termination, cancellation, modification, change, supplement, alteration or amendment of the Franchise Agreement without the prior consent of Lender shall be void and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any of no force and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Managereffect. Notwithstanding the foregoing, Manager Borrower or Operating Tenant may terminate a Franchise Agreement provided that Borrower simultaneously enters into a Replacement Franchise Agreement with a Qualified Franchisor. If Borrower or Operating Tenant shall not default in the performance or observance of any material term, covenant or condition of the Franchise Agreement on the part of Borrower or Operating Tenant to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right right, but shall be under no obligation, to grant pay any consentsums and to perform any act or take any action as may be appropriate to cause all the terms, approval covenants and conditions of the Franchise Agreement on the part of Borrower or other right reserved Operating Tenant to be performed or observed to be promptly performed or observed on behalf of Borrower or Operating Tenant, to the Franchisee end that the rights of Borrower and Operating Tenant in, to and under the Franchise Agreement shall be kept unimpaired and free from default. Lender and any Person designated by Lender shall have, and are hereby granted, the right to enter upon the Properties at any time and from time to time for the purpose of taking any such action. If Franchisor shall deliver to Lender a copy of any notice sent to Borrower or to make any decision or agreement on behalf Operating Tenant of Owner default under the Franchise Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. In Borrower shall, or shall cause Operating Tenant, from time to time, to use its commercially reasonable efforts to obtain from Franchisor such certificates of estoppel with respect to compliance by Borrower and Operating Tenant with the event terms of the Franchise Agreement is terminated for any reasonas may be requested by Lender. Borrower and Operating Tenant shall exercise each individual option, this Agreement shall also terminate effective as of if any, to extend or renew the date of termination term of the Franchise Agreement, unless Agreement upon demand by Lender made at any time prior to or within the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent period in which any such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreementoption may be exercised, and Manager Borrower hereby expressly authorizes and appoints Lender as its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower or Operating Tenant, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest, provided, however that Borrower shall not commit any act or omit be required to take any action that would cause comply with such request of Lender so long as Borrower is entering into a default by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Replacement Franchise Agreement, the provisions term of which shall begin upon the expiration of the Franchise Agreement currently in effect at the time of Lender’s request. Any sums expended by Lender pursuant to this paragraph shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives bear interest at the Default Rate from the Franchisor with respect date such cost is incurred to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination payment to Lender, shall be deemed to constitute a portion of the Franchise AgreementDebt, unless shall be secured by the parties hereto agree otherwiselien of the Security Instruments and the other Loan Documents and shall be immediately due and payable upon demand by Lender therefor.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During The Improvements on the Term of this Agreement, subject to the availability of adequate funds, Manager Property shall perform all of the obligations of Owner as “Franchisee” be operated under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Franchisee” under Sections XIII (Accounts terms and Receipts) and XIV (Insurance) conditions of the Franchise Agreement. Borrower shall, or shall cause Operating Tenant to (i) pay all sums required to be paid by Borrower under the Franchise Agreement, (ii) diligently perform, observe and enforce all of the material terms, covenants and conditions of the Franchise Agreement on the part of Borrower or Operating Tenant to be performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower and Operating Tenant under the Franchise Agreement, (iii) promptly notify Lender of the giving of any notice to Borrower or Operating Tenant of any default by Borrower or Operating Tenant in the performance or observance of any of the terms, covenants or conditions of the Franchise Agreement on the part of Borrower or Operating Tenant to be performed and observed and deliver to Lender a true copy of each such notice, and Manager shall not commit any act or omit (iv) promptly deliver to take any action that would cause Lender a default copy of each financial statement, business plan, capital expenditure plan, material notice, report and estimate received by the Franchisee it under the Franchise Agreement. In Neither Borrower nor Operating Tenant shall, without the event prior consent of any inconsistency between Lender, surrender the provisions of this Franchise Agreement and or terminate or cancel the provisions of Franchise Agreement or modify, change, supplement, alter or amend the Franchise Agreement, in any material respect, either orally or in writing, and Borrower hereby assigns to Lender as further security for the provisions payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Borrower and Operating Tenant to surrender the Franchise Agreement or to terminate, cancel, modify, change, supplement, alter or amend the Franchise Agreement in any material respect, and any such surrender of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or termination, cancellation, modification, change, supplement, alteration or amendment of the Franchise Agreement without the prior consent of Lender shall be void and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any of no force and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Managereffect. Notwithstanding the foregoing, Manager Borrower or Operating Tenant may terminate the Franchise Agreement provided that Borrower simultaneously enters into a Replacement Franchise Agreement with a Qualified Franchisor. If Borrower or Operating Tenant shall not default in the performance or observance of any material term, covenant or condition of the Franchise Agreement on the part of Borrower or Operating Tenant to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right right, but shall be under no obligation, to grant pay any consentsums and to perform any act or take any action as may be appropriate to cause all the terms, approval covenants and conditions of the Franchise Agreement on the part of Borrower or other right reserved Operating Tenant to be performed or observed to be promptly performed or observed on behalf of Borrower or Operating Tenant, to the Franchisee end that the rights of Borrower and Operating Tenant in, to and under the Franchise Agreement shall be kept unimpaired and free from default. Lender and any Person designated by Lender shall have, and are hereby granted, the right to enter upon the Property at any time and from time to time for the purpose of taking any such action. If Franchisor shall deliver to Lender a copy of any notice sent to Borrower or to make any decision or agreement on behalf Operating Tenant of Owner default under the Franchise Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. In Borrower shall, or shall cause Operating Tenant, from time to time, to use its commercially reasonable efforts to obtain from Franchisor such certificates of estoppel with respect to compliance by Borrower and Operating Tenant with the event terms of the Franchise Agreement is terminated for any reasonas may be requested by Lender. Borrower and Operating Tenant shall exercise each individual option, this Agreement shall also terminate effective as of if any, to extend or renew the date of termination term of the Franchise Agreement, unless Agreement upon demand by Lender made at any time prior to or within the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent period in which any such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreementoption may be exercised, and Manager Borrower hereby expressly authorizes and appoints Lender as its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower or Operating Tenant, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest, provided, however that Borrower shall not commit any act or omit be required to take any action that would cause comply with such request of Lender so long as Borrower is entering into a default by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Replacement Franchise Agreement, the provisions term of which shall begin upon the expiration of the Franchise Agreement currently in effect at the time of Lender’s request. Any sums expended by Lender pursuant to this paragraph shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives bear interest at the Default Rate from the Franchisor with respect date such cost is incurred to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination payment to Lender, shall be deemed to constitute a portion of the Franchise AgreementDebt, unless shall be secured by the parties hereto agree otherwiselien of the Security Instrument and the other Loan Documents and shall be immediately due and payable upon demand by Lender therefor.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During The Parties acknowledge and agree that the Term of transactions contemplated by this Agreement, subject to Agreement are contingent upon Lessee JV obtaining approval for a new franchise agreement for the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Franchisee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, Hotel under a hotel brand owned by Franchisor (the obligations of “Franchisee” under Sections XIII (Accounts and Receipts) and XIV (Insurance) of the New Franchise Agreement”), which New Franchise Agreement (including the PIP required thereunder) shall be in form and Manager substance in all respects acceptable to and approved by Lessee JV. Prior to or immediately following the Effective Date, Lessee JV shall not commit any act or omit submit its application and application fee to take any action that would cause Franchisor for approval of Lessee JV as its new franchisee at the Hotel (“Franchise Approval”) pursuant a default by the Franchisee under the New Franchise Agreement. Hersha Owner and Hersha Lessee agree to reasonably cooperate with and assist Lessee JV in its pursuit of Franchise Approval, at no material cost to Hersha Owner or Hersha Lessee. Franchise Approval shall be a 24 condition to Hersha Owner’s and Hersha Lessee’s obligation to close and Owner JV’s and Lessee JV’s obligation to close. Owner JV and Lessee JV shall use diligent good faith efforts to obtain Franchise Approval no later than fifteen (15) days prior to the Closing Date, and Owner JV and Lessee JV shall provide Hersha Owner and Lessee Owner with written notice immediately upon obtaining Franchise Approval. In connection with such Franchise Approval, it shall be a condition to Hersha Owner’s obligation to close that the event of existing license agreement between Hersha Lessee and Franchisor (the “Existing Franchise Agreement”) shall have been terminated without material cost to Hersha Owner or Hersha Lessee, and Hersha Owner, Hersha Lessee and any inconsistency between guarantors or co-obligors shall have been expressly released from any further obligations or liability thereunder. Hersha Owner and Hersha Lessee shall have the provisions of right at all times to contact Franchisor in order to confirm that Lessee JV is complying with its obligations under this Agreement and the provisions status of the negotiations of the New Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Franchisee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During (a) Buyer acknowledges and agrees that the Term purchase and sale contemplated by this Agreement is intended to constitute a “Transfer” as defined in the Existing Franchise Agreement. (b) No later than three (3) Business Days after the Effective Date, Buyer shall complete and submit to Franchisor its then-current questionnaire as contemplated by its then- current franchise disclosure document. From and after the Effective Date and through the Closing Date, Buyer shall proceed promptly and diligently to (i) complete and submit to Franchisor its then-current form of this application for a new franchise agreement (for a term to be determined by Franchisor), and (ii) pay all applicable franchise application fees to Franchisor required by Franchisor for approval of Buyer as a new franchisee under the “Hampton Inn” brand (the “Franchise Approval”), which Franchise Approval, at Franchisor’s sole election, may contemplate an assignment and assumption as well as the amendment of the Existing Franchise Agreement or the execution by and between Franchisor and Buyer of a new franchise agreement (as applicable, together with such other agreements required by Franchisor, the “New Franchise Agreement”), subject on the terms and conditions applicable to a proposed transferee as set forth in Section 13 of the Existing Franchise Agreement and/or as otherwise required by Franchisor as a condition to the availability of adequate fundsFranchise Approval including, Manager shall perform but not limited to, (A) providing to Franchisor in a timely fashion all of the obligations of Owner as “Franchisee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hoteldocuments, information and representations and warranties required by Franchisor (including, without limitation, any information relating to Buyer, its ownership, hotel management company and personnel, or any guarantor of Buyer’s obligations under the obligations of “Franchisee” under Sections XIII (Accounts and Receipts) and XIV (Insurance) of the New Franchise Agreement, if any), (B) the agreement of Buyer to pay Franchisor’s then-current franchise application fee and Manager any and all costs associated with any property improvement plan required by Franchisor to be carried out by Seller or Buyer as a condition to issuing the New Franchise Agreement to Buyer, (C) seeking Franchisor’s approval of Buyer or any reputable third-party manager designated by Buyer in its commercially reasonable discretion as the manager of the Hotel from and after the Closing (for the avoidance of doubt, if Franchisor does not approve Buyer as the manager of the Hotel from and after the Closing, then Buyer shall be required to provide and seek Franchisor’s approval of a reputable third-party manager designated by Buyer in its commercially reasonable discretion to be the manager of the Hotel from and after the Closing), and (D) the negotiation and delivery of an executed guaranty by a guarantor approved by Franchisor of all of Buyer’s obligations under the New Franchise Agreement for the benefit of Franchisor, if required. (c) Seller shall reasonably cooperate with Buyer’s efforts to obtain the Franchise Approval, provided that Seller shall not commit be required to incur any act out-of-pocket costs (other than Seller’s own attorneys’ fees), liabilities or omit obligations in connection therewith; provided, however, Buyer shall not be responsible for Seller’s performance or compliance prior to take the Closing with Seller’s pre-Closing obligations under the Existing Franchise Agreement and Seller shall not be responsible for any action that would cause pre- or post-Closing obligations under the New Franchise Agreement. (d) Buyer shall use commercially reasonable efforts to diligently pursue and negotiate in good faith the New Franchise Agreement and Buyer shall promptly and diligently undertake all such acts as may be reasonably necessary to (i) obtain the Franchise Approval by the expiration of the Due Diligence Period, and (ii) satisfy the closing condition set forth in subsection 5.1(f) on or prior to the Closing Date. (e) If the Franchise Approval is not obtained prior to the expiration of the Due Diligence Period, Buyer shall, from and after the expiration of the Due Diligence Period, continue to use diligent and commercially reasonable efforts to obtain the Franchise Approval (which efforts shall include, but not be limited to, the continued efforts to comply with the requirements of subsection 4.5(b) above) as soon as possible after the expiration of the Due Diligence Period but in no event later than the Closing Date, and Buyer’s failure to so obtain the Franchise Approval and enter into the New Franchise Agreement and/or satisfy all other conditions with respect thereto as provided in subsection 4.5(b) by the Closing Date shall be a breach and default by the Franchisee Buyer under the Franchise Agreement. In the event of any inconsistency between the provisions this Agreement permitting Seller to terminate this Agreement as provided in Section 12.1 of this Agreement and to retain the provisions Deposit, after which neither party shall have any further obligation or liability under this Agreement except as expressly survives the termination of this Agreement. (f) At the request of Seller (which request may be given at any time before the issuance of the Franchise AgreementApproval), Buyer shall promptly confirm to Seller in writing that Buyer has complied with the provisions requirements of subsection 4.5(b) above (and, if not, in what respect it has not and the Franchise Agreement expected time frame for doing so). (g) Buyer shall prevail. Manager shall send promptly to Owner defend, indemnify, and hold the Seller-Related Parties harmless from and against any and all notices claims, costs, penalties, damages, losses, liabilities and expenses (including court costs and attorneys’ fees) that Manager receives from may at any time be incurred by the Franchisor Seller-Related Parties arising out of, by reason of, or in connection with respect to the Hotel any obligation of, or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention breach or default by, Buyer under the New Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Franchisee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the . (h) The obligations of Owner as “Licensee” under Buyer contained in this Section 4.5 shall survive the Franchise Agreement to the extent such obligations relate to the management Closing or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions termination of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwisewithout limitation.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During the Term of (a) Except as provided in this Agreement, subject the Properties shall at all times be operated in accordance with the terms and conditions of the Franchise Agreements. Borrower shall, or shall cause Operating Lessee to cause Manager to, (i) pay all sums required to be paid by Borrower, Operating Lessee and/or Manager under the availability of adequate fundsFranchise Agreements, Manager shall perform (ii) diligently perform, observe and enforce all of the obligations terms, covenants and conditions of Owner as “Franchisee” the Franchise Agreements, (iii) promptly deliver to Lender a copy of any written notice to Borrower or Operating Lessee of any default by Borrower, Operating Lessee and/or Manager under the Franchise Agreement Agreements and notify Lender of any material default under the Franchise Agreements of which it is aware, (iv) promptly deliver to Lender a copy of any written notice to Franchisor of any default by Franchisor under the Franchise Agreements, (v) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of non-performance, report and estimate (a) received by Borrower or Operating Lessee under the Franchise Agreements and (b) required to be delivered by Borrower, Operating Lessee and/or Manager to Franchisor under the Franchise Agreements, (vi) complete all work required under any PIP on or prior to the Outside Date, (vii) not modify or amend the Franchise Agreements to the extent such obligations relate modification or amendment could reasonably be expected to the management have a Material Adverse Effect, and (viii) except as provided in clause (b) below not terminate, cancel, or operation of the Hotel, including, without limitation, the obligations of “Franchisee” under Sections XIII (Accounts and Receipts) and XIV (Insurance) of replace the Franchise AgreementAgreements, nor replace the Franchisor, nor waive or release any of its rights and Manager shall not commit any act or omit to take any action that would cause a default by the Franchisee remedies under the Franchise AgreementAgreements in any material respect, without Lender’s prior written consent. Each request by Borrower for approval and consent by Lender pursuant to this Section 5.25 shall be in writing and contain a legend in capitalized bold letters on the top of the cover page stating: “LENDER’S RESPONSE IS REQUESTED WITHIN TEN (10) BUSINESS DAYS. LENDER’S FAILURE TO RESPOND WITHIN SUCH TIME PERIOD SHALL RESULT IN LENDER’S CONSENT BEING DEEMED TO HAVE BEEN GRANTED” and Borrower shall include the following documentation with such request all materials reasonably necessary in order for Lender to evaluate such matter. In the event that Lender fails to grant or withhold its approval and consent to such matter within such ten (10) Business Day period (and, in the case of a withholding of consent, stating the grounds therefor in reasonable detail), then, so long as no Event of Default is continuing, Lender’s approval and consent shall be deemed to have been granted. There shall be no administrative or approval fee in connection with this Section 5.25(a), but Borrower shall pay any inconsistency between the provisions of this Agreement out-of-pocket costs and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. expenses incurred by Lender. (b) Notwithstanding the foregoing, Manager provided no Event of Default is continuing, Borrower and/or Operating Lessee shall not have the right, and the right to grant permit Franchisor, without the prior written approval of Lender (but upon prior written notice to Lender), to terminate a Franchise Agreement at an Individual Property; provided, however, it shall be an Event of Default hereunder in the event that within sixty (60) days of the termination of such Franchise Agreement (i) Borrower shall have failed (or shall have failed to cause Operating Lessee in the case of clause (2) hereof) to deliver to Lender either (1) a PIP Guaranty relating to any consent, approval or other right reserved to New PIP contemplated by the Franchisee under the Replacement Franchise Agreement or the Replacement Management Agreement with a Brand Manager or (2) cash to make any decision or agreement on behalf of Owner under be deposited into the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject PIP Reserve Account in an amount equal to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default PIP Required Deposit contemplated by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Replacement Franchise Agreement or the Replacement Management Agreement with a Brand Manager, which cash shall be held and distributed in accordance with the terms of Section 9.9 hereof and (ii) Borrower fails to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the deliver evidence reasonably acceptable to Lender that a Replacement Franchise Agreement or a Replacement Management Agreement with a Brand Manager is terminated for any reason, this Agreement shall also terminate effective as of in full force and effect at the date of termination of the Franchise Agreement, unless the parties hereto agree otherwiseapplicable Individual Property.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During In addition, the Term of this AgreementBorrowers shall not, subject without Lender's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed: (x) increase or consent to the availability of adequate funds, Manager shall perform all increase of the obligations aggregate amount of Owner as “Franchisee” any fees under the any Franchise Agreement Agreement; or (y) otherwise materially modify, change, supplement, alter or amend, or waive or release any of its material rights and remedies under, any Franchise Agreement. Lender's consent to the extent such obligations relate to the management or operation any replacement of the Hotel, including, without limitation, the obligations of “Franchisee” under Sections XIII (Accounts and Receipts) and XIV (Insurance) of the any Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Franchisee under the Franchise Agreement. In the event termination, renewal, extension or modification of any inconsistency between the provisions of this Agreement and the provisions of the an existing Franchise Agreement, shall be deemed given, if the provisions first correspondence from the Borrowers to Lender requesting such consent is in an envelope marked "PRIORITY" and contains a bold-faced, conspicuous legend at the top of the Franchise Agreement shall prevail. Manager shall send promptly first page thereof stating that "IF YOU FAIL TO RESPOND TO OR TO EXPRESSLY DENY THIS REQUEST FOR APPROVAL IN WRITING WITHIN FIFTEEN (15) DAYS, YOUR APPROVAL MAY BE DEEMED GIVEN", and is accompanied by the information and documents required above and any other information reasonably requested by Lender in writing prior to Owner any and all notices that Manager receives the expiration of such fifteen (15) day period in order to adequately review the same has been delivered and, if Lender fails to respond or to expressly deny such request for approval in writing within the fifteen (15) day period, a second notice is delivered to Lender from the Franchisor with respect Borrowers in an envelope marked "PRIORITY" requesting approval containing a bold-faced, conspicuous legend at the top of the first page thereof stating that "IF YOU FAIL TO RESPOND TO OR EXPRESSLY DENY THIS REQUEST FOR APPROVAL IN WRITING WITHIN TEN (10) DAYS, YOUR APPROVAL SHALL BE DEEMED GIVEN" and Lender fails to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Franchisee under the Franchise Agreement respond or to make any decision or agreement on behalf of Owner under expressly deny each request for approval within the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwiseten (10) day period.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During the Term of (a) Except as provided in this Agreement, subject the Properties shall at all times be operated in accordance with the terms and conditions of the Franchise Agreements. Borrower shall, or shall cause Operating Lessee to cause Manager to, (i) pay all sums required to be paid by Borrower, Operating Lessee and/or Manager under the availability of adequate fundsFranchise Agreements, Manager shall perform (ii) diligently perform, observe and enforce all of the obligations terms, covenants and conditions of Owner as “Franchisee” the Franchise Agreements, (iii) promptly deliver to Lender a copy of any written notice to Borrower or Operating Lessee of any default by Borrower, Operating Lessee and/or Manager under the Franchise Agreement Agreements and notify Lender of any material default under the Franchise Agreements of which it is aware, (iv) promptly deliver to Lender a copy of any written notice to Franchisor of any default by Franchisor under the Franchise Agreements, (v) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of non-performance, report and estimate (a) received by Borrower or Operating Lessee under the Franchise Agreements and (b) required to be delivered by Borrower, Operating Lessee and/or Manager to Franchisor under the Franchise Agreements, (vi) complete all work required under any PIP on or prior to the Outside Date, (vii) not modify or amend the Franchise Agreements to the extent such obligations relate modification or amendment could reasonably be expected to the management have a Material Adverse Effect, and (viii) except as provided in clause (b) below not terminate, cancel, or operation of the Hotel, including, without limitation, the obligations of “Franchisee” under Sections XIII (Accounts and Receipts) and XIV (Insurance) of replace the Franchise AgreementAgreements, nor replace the Franchisor, nor waive or release any of its rights and Manager shall not commit any act or omit to take any action that would cause a default by the Franchisee remedies under the Franchise AgreementAgreements in any material respect, without Lender’s prior written consent. Each request by Borrower for approval and consent by Lender pursuant to this Section 5.25 shall be in writing and contain a legend in capitalized bold letters on the top of the cover page stating: “LENDER’S RESPONSE IS REQUESTED WITHIN TEN (10) BUSINESS DAYS. LENDER’S FAILURE TO RESPOND WITHIN SUCH TIME PERIOD SHALL RESULT IN LENDER’S CONSENT BEING DEEMED TO HAVE BEEN GRANTED” and Borrower shall include the following documentation with such request all materials reasonably necessary in order for Lender to evaluate such matter. In the event that Lender fails to grant or withhold its approval and consent to such matter within such ten (10) Business Day period (and, in the case of a withholding of consent, stating the grounds therefor in reasonable detail), then, so long as no Event of Default is continuing, Lender’s approval and consent shall be deemed to have been granted. There shall be no administrative or approval fee in connection with this Section 5.25(a), but Borrower shall pay any inconsistency between the provisions of this Agreement out-of-pocket costs and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. expenses incurred by Lender. (b) Notwithstanding the foregoing, Manager provided no Event of Default is continuing, Borrower and/or Operating Lessee shall not have the right, and the right to grant permit Franchisor, without the prior written approval of Lender (but upon prior written notice to Lender), to terminate a Franchise Agreement at an Individual Property; provided, however, it shall be an Event of Default hereunder in the event that within sixty (60) days of the termination of such Franchise Agreement (i) Borrower shall have failed (or shall have failed to cause Operating Lessee in the case of clause (2) hereof) to deliver to Lender either (1) a PIP Guaranty relating to any consent, approval or other right reserved to New PIP contemplated by the Franchisee under the Replacement Franchise Agreement or the Replacement Management Agreement with a Brand Manager or (2) cash to make any decision or agreement on behalf of Owner under be deposited into the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject PIP Reserve Account in an amount equal to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default PIP Required Deposit contemplated by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Replacement Franchise Agreement or the Replacement Management Agreement with a Brand Manager, which cash shall be held and distributed in accordance with the terms of Section 9.9 hereof and (ii) Borrower fails to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the deliver evidence reasonably acceptable to Lender that a Replacement Franchise Agreement or a Replacement Management Agreement with a Brand Manager is terminated for any reasonin full force and effect at the applicable Individual Property. (c) WITH RESPECT TO THE SHERATON BUCKS COUNTY PROPERTY, this Agreement shall also terminate effective as of the date of termination of the Franchise AgreementTHE APPLICABLE BORROWER IS A PARTY TO A LICENSE AGREEMENT WITH THE SHERATON CORPORATON THAT ENABLES IT TO OPERATE A HOTEL USING THE SERVICE XXXX “SHERATON®.” NEITHER THE SHERATON CORPORATION NOR ITS AFFILIATES OWN SUCH HOTEL OR ARE A PARTY TO THIS FINANCING AND HAVE NOT PROVIDED OR REVIEWED, unless the parties hereto agree otherwiseAND ARE NOT RESPONSIBLE FOR, ANY DISCLOSURES OR OTHER INFORMATION SET FORTH HEREIN.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During The Improvements on the Term of this Agreement, subject to Properties shall be operated under the availability of adequate funds, Manager shall perform all terms and conditions of the obligations of Owner as “Franchisee” Franchise Agreements. Borrower shall, or shall cause Mortgage Borrower to, or cause Operating Tenant to, (i) pay all sums required to be paid by Mortgage Borrower under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Franchisee” under Sections XIII (Accounts and Receipts) and XIV (Insurance) of the Franchise Agreement, (ii) diligently perform, observe and Manager enforce all of the material terms, covenants and conditions of the Franchise Agreement on the part of Mortgage Borrower or Operating Tenant to be performed, observed and enforced to the end that all things shall not commit be done which are necessary to keep unimpaired the rights of Mortgage Borrower and Operating Tenant under the Franchise Agreement, (iii) promptly notify Lender of the giving of any act notice to Mortgage Borrower or omit to take Operating Tenant of any action that would cause a default by Mortgage Borrower or Operating Tenant in the Franchisee performance or observance of any of the terms, covenants or conditions of the Franchise Agreement on the part of Mortgage Borrower or Operating Tenant to be performed and observed and deliver to Lender a true copy of each such notice, and (iv) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, material notice, report and estimate received by it under the Franchise Agreement. In Neither Borrower nor Mortgage Borrower shall cause Operating Tenant to, without the event prior consent of any inconsistency between Lender, surrender the provisions of this Franchise Agreement and or terminate or cancel the provisions of Franchise Agreement or modify, change, supplement, alter or amend the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner in any and all notices that Manager receives from the Franchisor with respect to the Hotel material respect, either orally or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Managerin writing. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval Borrower or other right reserved Operating Tenant may terminate a Franchise Agreement provided that Borrower simultaneously enters into a Replacement Franchise Agreement with a Qualified Franchisor. Subject to the Franchisee rights of Mortgage Lender, if Mortgage Borrower or Operating Tenant shall default in the performance or observance of any material term, covenant or condition of the Franchise Agreement on the part of Mortgage Borrower or Operating Tenant to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Borrower shall permit Lender to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Franchise Agreement on the part of Mortgage Borrower or Operating Tenant to be performed or observed to be promptly performed or observed on behalf of Mortgage Borrower or Operating Tenant, to the end that the rights of Mortgage Borrower and Operating Tenant in, to and under the Franchise Agreement shall be kept unimpaired and free from default; provided, however, that Lender shall have no such obligation to perform any such action. Borrower shall cause Lender and any Person designated by Lender shall have, and are hereby granted, the right to enter upon the Properties at any time and from time to time for the purpose of taking any such action. If Franchisor shall deliver to Lender a copy of any notice sent to Borrower and Mortgage Borrower or to make any decision or agreement on behalf Operating Tenant of Owner default under the Franchise Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. In Borrower shall cause Mortgage Borrower, or shall cause Operating Tenant, from time to time, use its commercially reasonable efforts to obtain from Franchisor such certificates of estoppel with respect to compliance by Mortgage Borrower and Operating Tenant with the event terms of the Franchise Agreement is terminated for any reasonas may be requested by Lender. Borrower shall cause Mortgage Borrower and Operating Tenant shall exercise each individual option, this Agreement shall also terminate effective as of if any, to extend or renew the date of termination term of the Franchise AgreementAgreement upon demand by Lender made at any time prior to or within the period in which any such option may be exercised, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreementprovided, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager however that Borrower shall not commit any act or omit be required to take any action that would cause comply with such request of Lender so long as Borrower is entering into a default by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Replacement Franchise Agreement, the provisions term of which shall begin upon the expiration of the Franchise Agreement currently in effect at the time of Lender’s request. Any sums expended by Lender pursuant to this paragraph shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives bear interest at the Default Rate from the Franchisor with respect date such cost is incurred to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination payment to Lender, shall be deemed to constitute a portion of the Franchise AgreementDebt, unless shall be secured by the parties hereto agree otherwiselien of the Pledge Agreement and the other Loan Documents and shall be immediately due and payable upon demand by Lender therefor.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During (a) Purchaser may instruct Seller to terminate the Term Franchise Agreement with such termination to be effective as of the Closing Date, in Purchaser's sole discretion, provided that in such event Purchaser shall be solely responsible for the payment of liquidated damages, termination fees, costs or other liabilities arising from or related to the termination of such Franchise Agreement and shall indemnify and hold harmless Seller therefrom. The preceding provisions of this Section 11.2 shall survive the Closing or earlier ------------ termination of this Agreement. (b) As between Seller and Purchaser, subject to Seller shall be solely responsible for obtaining, at its sole cost and expense, the availability of adequate funds, Manager shall perform all Franchisor Comfort Letters and the consent of the obligations of Owner as “Franchisee” under the Franchise Agreement franchisor, if required pursuant to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Franchisee” under Sections XIII (Accounts and Receipts) and XIV (Insurance) of the Franchise Agreement, and Manager to the transactions described in this Agreement; provided that the failure of Seller to obtain such Franchisor Comfort Letters or consents of franchisors, after using commercially reasonable, good faith efforts to do so in accordance with Section 8.1(o), shall not commit any act or omit to take any action that would cause be a default under this Agreement; -------------- provided further that Seller's obligation and liability to pay administrative fees imposed by the Franchisee under franchisor for such Franchisor Comfort Letters, such consents or otherwise in connection with the Franchise Agreementtransaction contemplated by this Purchase Agreement shall be limited to the first One Hundred Thousand Dollars ($100,000) of the collective administrative fees required by the franchisor and by any franchisor in connection with the transactions contemplated by the Other Agreements and one-half of all amounts in excess thereof, and Purchaser hereby covenants and agrees to pay the other one-half of such administrative fees in excess of One Hundred Thousand Dollars ($100,000). In no event shall the requirement of payment of administrative fees constitute a reason for Purchaser to fail to close on the Property. (c) In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of Purchaser directs Seller to terminate the Franchise Agreement shall prevail. Manager shall send promptly pursuant to Owner any this Section 11.2 and all notices that Manager receives intends to cause Operating ------------ Lessee, as lessee, to enter into a new franchise agreement at the Closing and has a binding commitment from the Franchisor with respect new franchisor for the same (subject to reasonable conditions), Seller and Purchaser hereby agree to negotiate in good faith to an adjustment of the rent payable pursuant to the Hotel Operating Lease for the Property, based on the terms and conditions of the new franchise agreement and its anticipated effect on Gross Revenues (as defined in the Operating Lease). (d) Notwithstanding anything to the contrary contained herein (including without limitation subparagraph (b) above), if in connection with the transaction contemplated by this Agreement or the obtaining of the Franchisor Comfort Letters or franchisor consents, the franchisor requires any capital improvement to be made at the Property (hereinafter, a "PIP"), Purchaser shall be solely responsible for the cost and expense of the same. In no event shall the requirement of a PIP constitute a reason for Purchaser to fail to close on the Property. In lieu of agreeing to any PIP requirement, Purchaser may direct Seller to terminate the Franchise Agreement and shall keep Owner fully informed with respect as provided in Section 11.2(a). If --------------- any such PIP requirement is imposed solely as a result of Purchaser's request for a Franchisor Comfort Letter, Purchaser may waive the delivery of such Franchisor Comfort Letter as a condition to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Franchisee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwiseClosing.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During The Improvements on the Term of this Agreement, subject to Properties shall be operated under the availability of adequate funds, Manager shall perform all terms and conditions of the obligations of Owner as “Franchisee” Franchise Agreements. Borrower shall (i) pay all sums required to be paid by Borrower under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Franchisee” under Sections XIII (Accounts and Receipts) and XIV (Insurance) of the Franchise Agreement, (ii) diligently perform, observe and Manager enforce all of the terms, covenants and conditions of the Franchise Agreement on the part of Borrower to be performed, observed and enforced to the end that all things shall not commit be done which are necessary to keep unimpaired the rights of Borrower under the Franchise Agreement, (iii) promptly notify Lender of the giving of any act or omit notice to take Borrower of any action that would cause a default by Borrower in the Franchisee performance or observance of any of the terms, covenants or conditions of the Franchise Agreement on the part of Borrower to be performed and observed and deliver to Lender a true copy of each such notice, and (iv) if applicable, promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice, report and estimate received by it under the Franchise Agreement. In Borrower shall not, without the event prior consent of any inconsistency between Lender, surrender the provisions of this Franchise Agreement and or terminate or cancel the provisions of Franchise Agreement or modify, change, supplement, alter or amend the Franchise Agreement, in any material respect, either orally or in writing, and Borrower hereby assigns to Lender as further security for the provisions payment of the Franchise Agreement shall prevail. Manager shall send promptly Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights and privileges of Borrower to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Franchisee under surrender the Franchise Agreement or to make terminate, cancel, materially modify, change, supplement, alter or amend the Franchise Agreement in any decision respect, and any such surrender of the Franchise Agreement or agreement termination, cancellation, material modification, change, supplement, alteration or amendment of the Franchise Agreement without the prior consent of Lender shall be void and of no force and effect. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Franchise Agreement on the part of Borrower to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Franchise Agreement on the part of Borrower to be performed or observed to be promptly performed or observed on behalf of Owner Borrower, to the end that the rights of Borrower in, to and under the Franchise Agreement shall be kept unimpaired and free from default. Lender and any Person designated by Lender shall have, and are hereby granted, the right to enter upon the Properties at any time and from time to time for the purpose of taking any such action. If Franchisor shall deliver to Lender a copy of any notice sent to Borrower of default under the Franchise Agreement. In the event the Franchise Agreement is terminated , such notice shall constitute full protection to Lender for any reasonaction taken or omitted to be taken by Lender in good faith, this Agreement shall also terminate effective as in reliance thereon. Borrower shall, from time to time, use its best efforts to obtain from Franchisor such certificates of estoppel with respect to compliance by Borrower with the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions terms of the Franchise Agreement as may be requested by Lender. Borrower shall prevail. Manager shall send promptly exercise each individual option, if any, to Owner any and all notices that Manager receives from extend or renew the Franchisor with respect to the Hotel or term of the Franchise Agreement upon demand by Lender made at any time within one (1) year of the last day upon which any such option may be exercised, and Borrower hereby expressly authorizes and appoints Lender as its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower, which power of attorney shall be irrevocable and shall keep Owner fully informed be deemed to be coupled with respect an interest. Any sums expended by Lender pursuant to all matters that come this paragraph shall bear interest at the Default Rate from the date such cost is incurred to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination payment to Lender, shall be deemed to constitute a portion of the Franchise AgreementDebt, unless shall be secured by the parties hereto agree otherwiselien of the Mortgages and the other Loan Documents and shall be immediately due and payable upon demand by Lender therefor.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During (a) Each Franchised Property shall be operated under the Term terms and conditions of the applicable Franchise Agreement. Borrowers shall (i) pay all sums required to be paid by each Operating Lessee under its Franchise Agreement, (ii) diligently perform, observe and enforce all of the terms, covenants and conditions of each Franchise Agreement on the part of each Operating Lessee to be performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of any Borrower and/or each Operating Lessee under any Franchise Agreement, (iii) promptly notify Administrative Agent and the Lenders of the giving of any notice to either Operating Lessee of any default by such Operating Lessee in the performance or observance of any of the terms, covenants or conditions of any Franchise Agreement on the part of each Operating Lessee to be performed and observed and deliver to Administrative Agent a true copy of each such notice, and (iv) promptly deliver to Administrative Agent a copy of each financial statement, business plan, capital expenditure plan, notice, report and estimate received by it under any Franchise Agreement. Borrowers shall not, without the prior consent of Administrative Agent, surrender any Franchise Agreement or terminate or cancel any Franchise Agreement or modify, change, supplement, alter or amend any Franchise Agreement, in any material respect, either orally or in writing, provided, however, that Borrowers shall be entitled to terminate or cancel any Franchise Agreement that is replaced with a Replacement Franchise Agreement. Borrowers hereby assign to Administrative Agent as further security for the payment of the Obligations and for the performance and observance of the terms, covenants and conditions of this Agreement and the other Loan Documents, all the rights, privileges and prerogatives of Borrowers and Operating Lessees to surrender any Franchise Agreement or to terminate, cancel, modify, change, supplement, alter or amend any Franchise Agreement in any material respect, and any such surrender of any Franchise Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of any Franchise Agreement in any material respect without the prior consent of Administrative Agent shall be void and of no force and effect. (b) If either Operating Lessee shall default in the performance or observance of any material term, covenant or condition of any Franchise Agreement on the part of such Operating Lessee to be performed or observed after expiration of any applicable notice and cure periods provided in the Franchise Agreement, then, without limiting the generality of the other provisions of this Agreement, subject and without waiving or releasing a Borrower from any of its obligations hereunder, Administrative Agent shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of any Franchise Agreement on the part of such Operating Lessee to be performed or observed to be promptly performed or observed on behalf of such Operating Lessee, to the availability end that the rights of adequate fundssuch Operating Lessee in, Manager to and under such Franchise Agreement shall perform be kept unimpaired and free from default in all material respects. Administrative Agent and any Person designated by Administrative Agent by written notice to Borrowers shall have, and are hereby granted, the right to enter upon the Collateral Properties at any time and from time to time for the purpose of taking any such action. If any Franchisor shall deliver to Administrative Agent a copy of any notice of default under any Franchise Agreement, such notice shall constitute full protection to Administrative Agent for any action taken or omitted to be taken by Administrative Agent pursuant to the obligations terms of Owner this Agreement and any other Collateral Document in good faith, in reliance thereon. Borrowers shall, from time to time, use their best efforts to obtain from each Franchisor such certificates of estoppel with respect to compliance by each Operating Lessee with the terms of its Franchise Agreement as “Franchisee” under may be requested by Administrative Agent. Each Operating Lessee shall exercise each individual option, if any, to extend or renew the term of its respective Franchise Agreement to the extent required to continue it in full force and effect until after the Maturity Date, and each Operating Lessee hereby expressly authorizes and appoints Administrative Agent as its attorney-in-fact to exercise any such obligations relate option in the name of and upon behalf of such Operating Lessee, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. Any sums expended by Administrative Agent pursuant to this paragraph shall bear interest at the Default Rate from the date such cost is incurred to the management or operation date of payment to Administrative Agent, shall be deemed to constitute a portion of the HotelObligations, includingshall be secured by the lien of the Mortgages and the other Loan Documents and shall be immediately due and payable upon demand by Administrative Agent therefor. (c) To the extent that Administrative Agent's consent or approval is required under this Section 7.20, without limitationany such proposed modification, change, supplement, alteration or amendment of the obligations Franchise Agreement submitted to Administrative Agent for approval shall be deemed approved if (i) Borrowers deliver to Administrative Agent a written request for such approval marked in bold lettering with the following language: “ADMINISTRATIVE AGENT'S RESPONSE IS REQUIRED WITHIN FIFTEEN (15) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A TERM LOAN AGREEMENT AMONG THE UNDERSIGNED, AND ADMINISTRATIVE AGENT AND OTHERS” and the envelope containing the request must be marked “PRIORITY”; and (ii) Administrative Agent shall have failed to notify Borrowers of “Franchisee” under Sections XIII its approval or disapproval within such fifteen (Accounts 15) Business Days following Administrative Agent's receipt of Borrowers' written request together with such proposed modification, change, supplement, alteration or amendment of the Franchise Agreement and Receiptsany and all other information and documentation relating thereto reasonably required by Administrative Agent to reach a decision. In no event shall Administrative Agent be deemed to have approved (1) and XIV (Insurance) a surrender, termination or cancellation of the Franchise Agreement, and Manager shall not commit (2) any act or omit to take any action that would cause change having a default by the Franchisee Material Adverse Effect under the Franchise Agreement, or (3) a new franchise agreement with a new franchisor (other than a Replacement Franchise Agreement). In Upon a Borrower's request, Administrative Agent shall deliver to such Borrower a reasonably detailed description of the reasons for any disapprovals under this Section 7.20. (d) Notwithstanding the foregoing, so long as no Event of Default exists and is continuing and no Material Adverse Effect and no Material Property Event (other than the Material Property Event caused by the subject default or event of any inconsistency between default under the provisions of this Agreement and the provisions of the applicable Franchise Agreement, the provisions of the Franchise Agreement so long as it has not terminated) shall prevail. Manager have occurred, Administrative Agent shall send promptly to Owner not take any and all notices that Manager receives from the Franchisor action under Section 7.20(b) or (c)(ii) with respect to the Hotel any default or event of default under any Franchise Agreement, if: (A) either: (1) Franchisor has not delivered a notice of termination or otherwise sought to terminate the Franchise Agreement and shall keep Owner fully informed with respect Borrower and Franchisor are diligently prosecuting resolution of the substantive issues underlying the default or event of default in good faith and in a commercially reasonable manner; or (2) Franchisor has delivered a notice of termination or otherwise sought to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or terminate the Franchise Agreement that would require action or compliance on the part of Manager. Notwithstanding the foregoingbut such termination is not yet effective, Manager shall not have the right to grant any consent, approval or other right reserved to the Franchisee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise.and:

Franchise Agreement. [FOR MARRIOTT BRANDS:] During (a) Subject to the Term provisions of Section 5.1.21(b), the Improvements on the Properties shall be operated under the terms and conditions of the Franchise Agreements, if applicable. Borrower shall cause Mortgage Borrower or Pledgor shall cause Operating Lessee to (i) pay all sums required to be paid by Operating Lessee under the Franchise Agreement, (ii) diligently perform, observe and enforce all of the terms, covenants and conditions of the Franchise Agreement on the part of Operating Lessee to be performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Mortgage Borrower and/or Operating Lessee under the Franchise Agreement, (iii) promptly notify Lender of the giving of any notice to Mortgage Borrower and/or Operating Lessee of any default by Operating Lessee in the performance or observance of any of the terms, covenants or conditions of the Franchise Agreement on the part of Operating Lessee to be performed and observed and deliver to Lender a true copy of each such notice, and (iv) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice, report and estimate received by it under the Franchise Agreement. Subject to the provisions of Section 5.1.21(b), Borrower shall cause Mortgage Borrower and/or Pledgor shall cause Operating Lessee to not, without the prior consent of Lender, surrender the Franchise Agreement or terminate or cancel the Franchise Agreement or modify, change, supplement, alter or amend the Franchise Agreement, in any material respect, either orally or in writing. Subject to the rights of Mortgage Lender, if Operating Lessee shall default in the performance or observance of any material term, covenant or condition of the Franchise Agreement on the part of Operating Lessee to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, subject and without waiving or releasing Borrower from any of its obligations hereunder, Borrower shall permit Lender to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Franchise Agreement on the part of Operating Lessee to be performed or observed to be promptly performed or observed on behalf of Operating Lessee, to the availability end that the rights of adequate fundsMortgage Borrower and/or Operating Lessee in, Manager to and under the Franchise Agreement shall be kept unimpaired and free from default; provided, however, that Lender shall have no such obligation to perform all any such action. Borrower shall cause Lender and any Person designated by Lender by written notice to Borrower shall have, and are hereby granted, the right to enter upon the Properties at any time and from time to time for the purpose of taking any such action. If Franchisor shall deliver to Lender a copy of any notice sent to Borrower and Mortgage Borrower and/or Pledgor or Operating Lessee of default under the Franchise Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall cause Mortgage Borrower and/or Pledgor shall cause Operating Lessee, from time to time, use its best efforts to obtain from Franchisor such certificates of estoppel with respect to compliance by Operating Lessee with the terms of the obligations Franchise Agreement as may be requested by Lender. Borrower shall cause Mortgage Borrower and/or Pledgor shall cause Operating Lessee to exercise each individual option, if any, to extend or renew the term of Owner as “Franchisee” under the Franchise Agreement to the extent required to continue it in full force and effect until after the Maturity Date. Any sums expended by Lender pursuant to this paragraph shall bear interest at the Default Rate from the date such obligations relate cost is incurred to the management or operation date of payment to Lender, shall be deemed to constitute a portion of the HotelDebt, including, without limitation, shall be secured by the obligations of “Franchisee” under Sections XIII (Accounts and Receipts) and XIV (Insurance) lien of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Franchisee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Pledge Agreement and the provisions of other Loan Documents and shall be immediately due and payable upon demand by Lender therefor. (b) With respect to the Expiring Franchise AgreementAgreement Property only, Borrower shall not be required to cause Mortgage Borrower to obtain Lender's consent or a confirmation from the provisions of Rating Agencies in the event that the Franchise Agreement shall prevail. Manager shall send promptly in effect on the date hereof is extended on the same or more favorable terms to Owner any and all notices that Manager receives from the Franchisor with respect Mortgage Borrower and/or Operating Lessee, as applicable, prior to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Franchisee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwiseexpiration thereof.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During (a) Purchaser may instruct Seller to terminate the Term Franchise Agreement with such termination to be effective as of the Closing Date, in Purchaser's sole discretion, provided that in such event Purchaser shall be solely responsible for the payment of liquidated damages, termination fees, costs or other liabilities arising from or related to the termination of such Franchise Agreement and shall indemnify and hold harmless Seller therefrom. The preceding provisions of this Section 11.2 shall survive the Closing or earlier termination of this Agreement. (b) As between Seller and Purchaser, subject to Seller shall be solely responsible for obtaining, at its sole cost and expense, the availability of adequate funds, Manager shall perform all Franchisor Comfort Letters and the consent of the obligations of Owner as “Franchisee” under the Franchise Agreement franchisor, if required pursuant to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Franchisee” under Sections XIII (Accounts and Receipts) and XIV (Insurance) of the Franchise Agreement, and Manager to the transactions described in this Agreement; provided that the failure of Seller to obtain such Franchisor Comfort Letters or consents of franchisors, after using commercially reasonable, good faith efforts to do so in accordance with Section 8.1(o), shall not commit any act or omit to take any action that would cause be a default under this Agreement; provided further that Seller's obligation and liability to pay administrative fees imposed by the Franchisee under franchisor for such Franchisor Comfort Letters, such consents or otherwise in connection with the Franchise Agreementtransaction contemplated by this Purchase Agreement shall be limited to the first One Hundred Thousand Dollars ($100,000) of the collective administrative fees required by the franchisor and by any franchisor in connection with the transactions contemplated by the Other Agreements and one-half of all amounts in excess thereof, and Purchaser hereby covenants and agrees to pay the other one-half of such administrative fees in excess of One Hundred Thousand Dollars ($100,000). In no event shall the requirement of payment of administrative fees constitute a reason for Purchaser to fail to close on the Property. (c) In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of Purchaser directs Seller to terminate the Franchise Agreement shall prevail. Manager shall send promptly pursuant to Owner any this Section 11.2 and all notices that Manager receives intends to cause Operating Lessee, as lessee, to enter into a new franchise agreement at the Closing and has a binding commitment from the Franchisor with respect new franchisor for the same (subject to reasonable conditions), Seller and Purchaser hereby agree to negotiate in good faith to an adjustment of the rent payable pursuant to the Hotel Operating Lease, based on the terms and conditions of the new franchise agreement and its anticipated effect on Gross Revenues (as defined in the Operating Lease). (d) Notwithstanding anything to the contrary contained herein (including without limitation subparagraph (b) above), if in connection with the transaction contemplated by this Agreement or the obtaining of the Franchisor Comfort Letters or franchisor consents, the franchisor requires any capital improvement to be made at the Property (hereinafter, a "PIP"), Purchaser shall be solely responsible for the cost and expense of the same. In no event shall the requirement of a PIP constitute a reason for Purchaser to fail to close on the Property. In lieu of agreeing to any PIP requirement, Purchaser may direct Seller to terminate the Franchise Agreement and shall keep Owner fully informed with respect as provided in Section 11.2(a). If any such PIP requirement is imposed solely as a result of Purchaser's request for a Franchisor Comfort Letter, Purchaser may waive the delivery of such Franchisor Comfort Letter as a condition to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Franchisee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwiseClosing.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During (a) Subject to the Term last sentence of this AgreementSection 4.1.22(a), subject each of Borrower and Operating Lessee shall (i) cause the hotel located on each Individual Property being operated under a Franchise Agreement to be operated pursuant to the availability of adequate funds, Manager shall applicable Franchise Agreement; (ii) promptly perform and observe all of the obligations of Owner as “Franchisee” covenants required to be performed and observed by it under the Franchise Agreement and do all things reasonably necessary to preserve and to keep unimpaired its material rights thereunder; (iii) promptly notify Lender of any default under the extent such obligations relate Franchise Agreement of which it is aware; (iv) promptly deliver to Lender a copy of each material financial statement, material business plan, material capital expenditures plan, material notice, material report and material estimate received by it under the management or operation of the Hotel, Franchise Agreement (including, without limitation, the obligations notices of “Franchisee” under Sections XIII (Accounts and Receipts) and XIV (Insurance) default, notices concerning any of the trademarks licensed under the Franchise AgreementAgreement and notices requiring Borrower to perform any repairs, alterations, improvements or remodeling to the applicable Individual Property); (v) promptly enforce in a commercially reasonable manner the performance and Manager shall not commit any act or omit observance of all of the material covenants required to take any action that would cause a default be performed and observed by the Franchisee Franchisor under the Franchise Agreement; and (vi) use commercially reasonable efforts to deliver any franchisor comfort letters reasonably requested by Lender in form and substance reasonably acceptable to Lender pursuant to Section 4.1.8(d) hereof. In addition, neither Borrower nor Operating Lessee shall, without Lender’s prior consent, which consent shall not be unreasonably withheld, conditioned or delayed, (A) except as expressly permitted pursuant to the event of any inconsistency between terms hereof, surrender, terminate or cancel the provisions of this Franchise Agreement and or reject the provisions Franchise Agreement in a proceedings under Creditor’s Rights Laws; (B) reduce or consent to the reduction of the Franchise Agreement, the provisions term of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from if the Franchisor with respect same would have a Material Adverse Effect; (C) increase or consent to the Hotel or increase of the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager amount of any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Franchisee charges under the Franchise Agreement if the same would have a Material Adverse Effect; (D) otherwise materially and adversely modify, change, supplement, alter or to make amend, or waive or release any decision or agreement on behalf of Owner under the Franchise Agreement. In the event its rights and remedies under, the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of if the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, same would have a Material Adverse Effect; or (E) subject to the availability last sentence of adequate fundsthis Section 4.1.22(a), Manager shall perform all suffer or permit the occurrence and continuance of the obligations of Owner as “Licensee” a default beyond any applicable cure period under the Franchise Agreement if such default permits Franchisor to the extent such obligations relate to the management terminate or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under cancel the Franchise Agreement. Notwithstanding the foregoingforegoing and provided no Event of Default has occurred and is continuing, Manager Borrower shall not have the right to grant any to, without Lender’s consent, approval (i) terminate, or accept the termination by Franchisor of, the Franchise Agreement and enter into a Replacement Franchise Agreement or a Replacement Brand Management Agreement with a Qualified Brand Manager in accordance with the terms hereof, provided that, (A) within sixty (60) days of such termination such Borrower or Operating Lessee enters into a Replacement Franchise Agreement with a Qualified Franchisor or a Replacement Brand Management Agreement with a Qualified Brand Manager and (B) all other right reserved Individual Properties (other than the one for which such Franchise Agreement is terminated) are then subject to a Franchise Agreement or Brand Management Agreement that is in full force and effect, (ii) extend the Franchise Agreement with Franchisor on the same terms as the existing Franchise Agreement or such other terms and conditions pursuant to a Replacement Franchise Agreement with such Franchisor, and (iii) enter into a Replacement Franchise Agreement pursuant to the Licensee terms of Section 4.1.26(a) of this Agreement. Notwithstanding anything in this Agreement to the contrary, a default under the Franchise Agreement shall not be a Default or Event of Default, so long as (a) Borrower shall diligently be pursuing cure of such default under the Franchise Agreement in accordance with the Franchise Agreement or other conditions granted by Franchisor and in a manner satisfactory to make Lender, (b) Borrower or Operating Lessee terminates or accepts a termination of the Franchise Agreement on account of such default and enters into a Replacement Franchise Agreement or Replacement Brand Management Agreement within sixty (60) days of such termination, as provided herein, or (c) Borrower shall obtain an Individual Property Release of the Individual Property to which such Franchise Agreement default relates pursuant to Section 2.7 of this Agreement. (b) Except as provided for in Sections 4.1.22(a) and 4.1.26(a), neither Borrower nor Operating Lessee shall enter into any decision franchise or similar agreement on behalf other than the Franchise Agreement or renew the Franchise Agreement, in each case, without the prior written consent of Owner Lender, which consent may be withheld in Lender’s reasonable discretion and may, at Lender’s option, be conditioned upon, among other things, Lender’s receipt of a Rating Agency Confirmation. In the event that the Franchise Agreement expires or is terminated (without limiting any obligation of Borrower to obtain Lender’s consent (if any) to any termination or modification of the Franchise Agreement in accordance with the terms and provisions of this Agreement), Borrower and/or Operating Lessee shall, within sixty (60) days following such expiration or termination, enter into a Replacement Franchise Agreement with Franchisor or another Qualified Franchisor, as applicable, or a Replacement Brand Management Agreement with a Qualified Brand Manager. Without limitation of the foregoing, any renewal or replacement of the Franchise Agreement shall be with a Qualified Franchisor pursuant to a Replacement Franchise Agreement or, with respect to a Replacement Brand Management Agreement, with a Qualified Brand Manager pursuant to a Replacement Brand Management Agreement. (c) By no later than the earlier of (i) sixty (60) days prior to the then current expiration date of the Franchise Agreement or (ii) the earliest renewal notice period permitted under the Franchise Agreement. In the event , Borrower and/or Operating Lessee shall have either (A) applied for renewal of the Franchise Agreement is terminated or (B) applied for a Replacement Franchise Agreement for the applicable Individual Property with a Qualified Franchisor or a Replacement Brand Management Agreement for the applicable Individual Property with a Qualified Brand Manager. (d) Borrower and/or Operating Lessee shall provide Lender with no less than thirty (30) days prior written notice (such notice date, the “Franchise Notice Date”) of any reason, this Agreement shall also terminate effective as renewal or replacement of the Franchise Agreement or any Replacement Franchise Agreement (the “Franchise Replacement”). On or prior to the Franchise Notice Date, Borrower shall provide, or shall cause Operating Lessee to provide, Lender a draft of the proposed replacement or renewal franchise agreement and all documentation and information related thereto (including, without limitation, any applicable PIP requirements). In connection with the foregoing, Lender shall have the right, at the sole cost and expense of Borrower, to engage third party consultant(s) to review and approve each of the foregoing (to the extent Lender has approval rights with respect to the same). The terms and conditions of this subsection (d) shall not be deemed to limit the other terms and conditions hereof or of the other Loan Documents. (e) Borrower shall provide, or shall cause Operating Lessee to provide, Lender prior written notice of any new PIP (the “New PIP”) required in connection with the Franchise Agreement (including, without limitation, any Replacement Franchise Agreement). To the extent Borrower has an approval right over the New PIP, Borrower shall not agree to any New PIP without Lender’s prior written consent thereto (which such consent may be conditioned upon, among other things, Lender’s engagement, at the sole cost and expense of Borrower, of third party consultant(s) to review and approve the New PIP). Prior to the effective date of termination of that any New PIP is imposed under the Franchise Agreement, unless Borrower shall deposit an amount equal to one hundred ten percent (110%) of the parties hereto agree otherwise.budgeted expenditures for such New PIP for the then current fiscal year as estimated by Borrower and approved by Lender and that is not already reserved or scheduled to be reserved by Lender (the “PIP Deposit Amount”), with such amount to be held in an account with Lender and shall be deemed an “Account” (as defined in the Cash Management Agreement) hereunder. The PIP Deposit Amount shall be deemed PIP Reserve Funds and the work required under the New PIP shall be deemed PIP Work. Borrower shall be required to deposit any PIP Reserve True-Up in connection with such New PIP pursuant to the terms of Section 6.7.1 hereof. Furthermore, Lender shall distribute such amounts in accordance with the terms of Section 6.7.2 hereof. Notwithstanding anything herein to the contrary, Borrower is hereby permitted to cause Franchisor to amend the scope and timing of any PIP without Lender’s consent, provided that, (i) such adjustment does not cause any increase in costs that are not already deposited in reserves with Lender for the then current fiscal year or (ii) if such adjustment does cause any increase in costs that are not already deposited in escrow with Lender for the then current fiscal year, Borrower shall deposit the amount of such increased costs with Lender pursuant to the terms of this Section 4.1.22(e). Furthermore, notwithstanding the foregoing or anything herein to the contrary, in the event that (i) Borrower is required to deposit the PIP Deposit Amount pursuant to this Section 4.1.22(e) in connection with an Individual Property, (ii) all or any portion of the work required to be completed under the New PIP is the same as the standard, regularly scheduled FF&E Expenditures for such Individual Property, as

Franchise Agreement. [FOR MARRIOTT BRANDS:] During Reference is made to that certain Franchise Agreement (as amended, the Term “Franchise Agreement”), dated November 13, 1998, between Promus Hotels, Inc. as franchisor and Seller as franchisee. The parties acknowledge that Purchaser has completed and delivered an application (along with all other requested documentation) to Hilton Hotels Corporation (“Franchisor”), which is the successor franchisor to Promus Hotels, Inc., in order to obtain Franchisor’s approval of a new Franchise Agreement for the Property between Franchisor and Purchaser and to enter into such new Franchise Agreement with Franchisor (collectively, the “Franchise Agreement Approval”). Purchaser shall use best efforts (for purposes of this Agreement, subject definition best efforts does not include spending additional funds above typical franchise application fees or commencing litigation) to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Franchisee” under obtain the Franchise Agreement Approval and, if obtained, agrees to execute a franchise agreement with the extent Franchisor in the form required by the Franchisor so long as it is reasonably consistent with the terms (i) set forth in other franchise agreements with Franchisor entered into by Purchaser or Purchaser’s affiliates with respect to other hotels owned or operated by Purchaser or Purchaser’s affiliates or (ii) which the Franchisor offers to other prospective franchisees. If, despite having exercised best efforts, Purchaser is unable to obtain the Franchise Agreement Approval by the Closing Date, as such obligations relate date may be extended pursuant to Section 6.1(a), Purchaser shall have the management or operation right to terminate this Agreement and receive a return of the HotelDeposit. Seller shall, includingat Purchaser’s sole cost and expense, reasonably cooperate with Purchaser in connection with obtaining the Franchise Agreement Approval. Purchaser shall agree to any commercially reasonable requirements of Franchisor in connection with obtaining the Franchise Agreement Approval, including without limitation, the obligations of “Franchisee” under Sections XIII (Accounts and Receipts) and XIV (Insurance) of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Franchisee under the Franchise Agreement. In the event implementation of any inconsistency between the provisions of this Agreement PIP. Purchaser shall pay any and the provisions of the Franchise Agreementall fees, the provisions of costs and expenses payable to Franchisor in connection with the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel Approval or the Franchise Agreement and shall keep Owner fully informed entering into of a new franchise agreement with respect to all matters that come to Manager’s attention under Franchisor at the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Franchisee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise.Property

Franchise Agreement. [FOR MARRIOTT BRANDS:] During the Term of (a) Except as provided in this Agreement, subject the Properties shall at all times be operated in accordance with the terms and conditions of the Franchise Agreements. Borrower shall, or shall cause Mortgage Borrower or Operating Lessee to cause Manager to, (i) pay all sums required to be paid by Mortgage Borrower, Operating Lessee and/or Manager under the availability of adequate fundsFranchise Agreements, Manager shall perform (ii) diligently perform, observe and enforce all of the obligations terms, covenants and conditions of Owner as “Franchisee” the Franchise Agreements, (iii) promptly deliver to Lender a copy of any written notice to Mortgage Borrower or Operating Lessee of any default by Mortgage Borrower, Operating Lessee and/or Manager under the Franchise Agreement Agreements and notify Lender of any material default under the Franchise Agreements of which it is aware, (iv) promptly deliver to Lender a copy of any written notice to Franchisor of any default by Franchisor under the Franchise Agreements, (v) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of non-performance, report and estimate (a) received by Mortgage Borrower or Operating Lessee under the Franchise Agreements and (b) required to be delivered by Mortgage Borrower, Operating Lessee and/or Manager to Franchisor under the Franchise Agreements, (vi) complete all work required under any PIP on or prior to the Outside Date, (vii) not modify or amend the Franchise Agreements to the extent such obligations relate modification or amendment could reasonably be expected to the management have a Material Adverse Effect, and (viii) except as provided in clause (b) below not terminate, cancel, or operation of the Hotel, including, without limitation, the obligations of “Franchisee” under Sections XIII (Accounts and Receipts) and XIV (Insurance) of replace the Franchise AgreementAgreements, nor replace the Franchisor, nor waive or release any of its rights and Manager shall not commit any act or omit to take any action that would cause a default by the Franchisee remedies under the Franchise AgreementAgreements in any material respect, without Lender’s prior written consent. Each request by Borrower for approval and consent by Lender pursuant to this Section 5.25 shall be in writing and contain a legend in capitalized bold letters on the top of the cover page stating: “LENDER’S RESPONSE IS REQUESTED WITHIN TEN (10) BUSINESS DAYS. LENDER’S FAILURE TO RESPOND WITHIN SUCH TIME PERIOD SHALL RESULT IN LENDER’S CONSENT BEING DEEMED TO HAVE BEEN GRANTED” and Borrower shall include the following documentation with such request all materials reasonably necessary in order for Lender to evaluate such matter. In the event that Lender fails to grant or withhold its approval and consent to such matter within such ten (10) Business Day period (and, in the case of a withholding of consent, stating the grounds therefor in reasonable detail), then, so long as no Event of Default is continuing, Lender’s approval and consent shall be deemed to have been granted. There shall be no administrative or approval fee in connection with this Section 5.25(a), but Borrower shall pay any inconsistency between the provisions of this Agreement out-of-pocket costs and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. expenses incurred by Lender. (b) Notwithstanding the foregoing, Manager provided no Event of Default is continuing, Mortgage Borrower and/or Operating Lessee shall not have the right, and the right to grant permit (i) Borrower shall have failed (or shall have failed to cause Mortgage Borrower or Operating Lessee in the case of clause (2) hereof) to deliver to Lender either (1) a PIP Guaranty relating to any consent, approval or other right reserved to New PIP contemplated by the Franchisee under the Replacement Franchise Agreement or the Replacement Management Agreement with a Brand Manager or (2) Cash to make any decision or agreement on behalf of Owner under be deposited into the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject PIP Reserve Account in an amount equal to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default PIP Required Deposit contemplated by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Replacement Franchise Agreement or the Replacement Management Agreement with a Brand Manager, which Cash shall be held and distributed in accordance with the terms of Section 9.9 of the Mortgage Loan Agreement and (ii) Borrower fails to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the deliver evidence reasonably acceptable to Lender that a Replacement Franchise Agreement or a Replacement Management Agreement with a Brand Manager is terminated for any reason, this in full force and effect at the applicable Individual Property (and such Replacement Franchise Agreement shall also terminate effective as of the date of termination of the Franchise or Replacement Management Agreement, unless as the parties hereto agree otherwisecase may be, shall not violate or be prohibited by any applicable Ground Lease). (c) WITH RESPECT TO THE SHERATON BUCKS COUNTY PROPERTY, THE APPLICABLE MORTGAGE BORROWER IS A PARTY TO A LICENSE AGREEMENT WITH THE SHERATON CORPORATON THAT ENABLES IT TO OPERATE A HOTEL USING THE SERVICE XXXX “SHERATON®.” NEITHER THE SHERATON CORPORATION NOR ITS AFFILIATES OWN SUCH HOTEL OR ARE A PARTY TO THIS FINANCING AND HAVE NOT PROVIDED OR REVIEWED, AND ARE NOT RESPONSIBLE FOR, ANY DISCLOSURES OR OTHER INFORMATION SET FORTH HEREIN.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During the Term of (a) Except as provided in this Agreement, subject the Properties shall at all times be operated in accordance with the terms and conditions of the Franchise Agreements. Borrower shall, or shall cause Senior Mezzanine Borrower to cause Mortgage Borrower or Operating Lessee to cause Manager to, (i) pay all sums required to be paid by Mortgage Borrower, Operating Lessee and/or Manager under the availability of adequate fundsFranchise Agreements, Manager shall perform (ii) diligently perform, observe and enforce all of the obligations terms, covenants and conditions of Owner as “Franchisee” the Franchise Agreements, (iii) promptly deliver to Lender a copy of any written notice to Mortgage Borrower or Operating Lessee of any default by Mortgage Borrower, Operating Lessee and/or Manager under the Franchise Agreement Agreements and notify Lender of any material default under the Franchise Agreements of which it is aware, (iv) promptly deliver to Lender a copy of any written notice to Franchisor of any default by Franchisor under the Franchise Agreements, (v) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of non-performance, report and estimate (a) received by Mortgage Borrower or Operating Lessee under the Franchise Agreements and (b) required to be delivered by Mortgage Borrower, Operating Lessee and/or Manager to Franchisor under the Franchise Agreements, (vi) complete all work required under any PIP on or prior to the Outside Date, (vii) not modify or amend the Franchise Agreements to the extent such obligations relate modification or amendment could reasonably be expected to the management have a Material Adverse Effect, and (viii) except as provided in clause (b) below not terminate, cancel, or operation of the Hotel, including, without limitation, the obligations of “Franchisee” under Sections XIII (Accounts and Receipts) and XIV (Insurance) of replace the Franchise AgreementAgreements, nor replace the Franchisor, nor waive or release any of its rights and Manager shall not commit any act or omit to take any action that would cause a default by the Franchisee remedies under the Franchise AgreementAgreements in any material respect, without Lender’s prior written consent. Each request by Borrower for approval and consent by Lender pursuant to this Section 5.25 shall be in writing and contain a legend in capitalized bold letters on the top of the cover page stating: “LENDER’S RESPONSE IS REQUESTED WITHIN TEN (10) BUSINESS DAYS. LENDER’S FAILURE TO RESPOND WITHIN SUCH TIME PERIOD SHALL RESULT IN LENDER’S CONSENT BEING DEEMED TO HAVE BEEN GRANTED” and Borrower shall include the following documentation with such request all materials reasonably necessary in order for Lender to evaluate such matter. In the event that Lender fails to grant or withhold its approval and consent to such matter within such ten (10) Business Day period (and, in the case of a withholding of consent, stating the grounds therefor in reasonable detail), then, so long as no Event of Default is continuing, Lender’s approval and consent shall be deemed to have been granted. There shall be no administrative or approval fee in connection with this Section 5.25(a), but Borrower shall pay any inconsistency between the provisions of this Agreement out-of-pocket costs and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. expenses incurred by Lender. (b) Notwithstanding the foregoing, Manager provided no Event of Default is continuing, Mortgage Borrower and/or Operating Lessee shall not have the right, and the right to grant permit Franchisor, without the prior written approval of Lender (but upon prior written notice to Lender), to terminate a Franchise Agreement at an Individual Property; provided, however, it shall be an Event of Default hereunder in the event that within sixty (60) days of the termination of such Franchise Agreement (i) Borrower shall have failed (or shall have failed to cause Senior Mezzanine Borrower to cause Mortgage Borrower or Operating Lessee in the case of clause (2) hereof) to deliver to Lender either (1) a PIP Guaranty relating to any consent, approval or other right reserved to New PIP contemplated by the Franchisee under the Replacement Franchise Agreement or the Replacement Management Agreement with a Brand Manager or (2) Cash to make any decision or agreement on behalf of Owner under be deposited into the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject PIP Reserve Account in an amount equal to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default PIP Required Deposit contemplated by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Replacement Franchise Agreement or the Replacement Management Agreement with a Brand Manager, which Cash shall be held and distributed in accordance with the terms of Section 9.9 of the Mortgage Loan Agreement and (ii) Borrower fails to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the deliver evidence reasonably acceptable to Lender that a Replacement Franchise Agreement or a Replacement Management Agreement with a Brand Manager is terminated for any reason, this in full force and effect at the applicable Individual Property (and such Replacement Franchise Agreement shall also terminate effective as of the date of termination of the Franchise or Replacement Management Agreement, unless as the parties hereto agree otherwisecase may be, shall not violate or be prohibited by any applicable Ground Lease). (c) WITH RESPECT TO THE SHERATON BUCKS COUNTY PROPERTY, THE APPLICABLE MORTGAGE BORROWER IS A PARTY TO A LICENSE AGREEMENT WITH THE SHERATON CORPORATON THAT ENABLES IT TO OPERATE A HOTEL USING THE SERVICE XXXX “SHERATON®.” NEITHER THE SHERATON CORPORATION NOR ITS AFFILIATES OWN SUCH HOTEL OR ARE A PARTY TO THIS FINANCING AND HAVE NOT PROVIDED OR REVIEWED, AND ARE NOT RESPONSIBLE FOR, ANY DISCLOSURES OR OTHER INFORMATION SET FORTH HEREIN.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During (a) Effective as of the Term Close of this AgreementEscrow, subject Buyer shall enter into a new Franchise Agreement with Franchisor (such new agreement is referred to as a “Transfer”); provided, however, if it has failed to obtain a Transfer prior to the availability Close of adequate fundsEscrow, Manager Seller shall perform terminate the Franchise Agreement and Buyer shall pay any and all of the obligations of Owner as “Franchisee” fees, costs or liquidated damages incurred by Seller under the Franchise Agreement in connection with such termination. Buyer shall make such applications with the Franchisor within seven (7) days after the Effective Date of this Agreement and shall use good faith and commercially reasonable efforts to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Franchisee” under Sections XIII (Accounts and Receipts) and XIV (Insurance) obtain a Transfer of the Franchise Agreement. If after using good faith and commercially reasonable efforts Buyer is unable to obtain a Transfer prior to the originally scheduled Closing Date, Buyer shall have the right to extend the Closing Date for thirty (30) days by notifying Seller in writing not later than five ( 5 )business days prior to the originally scheduled Closing Date of its election to extend the Closing Date and Manager simultaneously depositing with Escrow Holder, the sum of One Hundred Thousand Dollars ($100,000) (the “Extension Deposit”). The Extension Deposit shall non-refundable to Buyer, except in the event of Seller’s default and shall be applicable in full to the Purchase Price. (b) Subject to Buyer’s right to extend the Closing Date as provided above, the failure of the Buyer to obtain a Transfer prior to the Close of Escrow shall not commit be a condition for the benefit of Buyer nor shall it delay the Close of Escrow but instead, Seller shall terminate the Franchise Agreement effective as of the Close of Escrow and Buyer shall pay any act and all fees, costs or omit liquidated damages incurred by Seller under the Franchise Agreement in connection with such termination. (c) Prior to take the Close of Escrow and upon the request of Seller, Buyer shall update Seller as to Buyer’s efforts to obtain a Transfer. Buyer shall notify Seller not less than five (5) business days prior to the Closing Date (or any action that would cause extension thereof), as to whether Buyer has obtained a default by the Franchisee under Transfer of the Franchise Agreement. In If Buyer notifies Seller that is unable to obtain a Transfer or if Buyer fails to provide Seller with any notice on or before five (5) business days prior to the event of Closing Date (or any inconsistency between extension thereof), then Seller shall cause the provisions of this Agreement and the provisions termination of the Franchise AgreementAgreement effective as of the Close of Escrow and Buyer shall pay any and all fees, costs or liquidated damages incurred by Seller under the provisions Franchise Agreement in connection with such termination. The fees, costs, expenses and premiums associated with any Transfer of the Franchise Agreement shall prevail. Manager be borne solely by Buyer; provided, however, Seller shall send promptly to Owner be solely responsible for any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement accrued franchise fees and shall keep Owner fully informed with respect to all matters that come to Manager’s attention other pre-closing expenses arising under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Franchisee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During Borrower will cause the Term of this Agreement, subject hotel located on the Property to be operated pursuant to the availability of adequate fundsFranchise Agreement. ​ ​ ​ LOAN AGREEMENT, Manager shall PAGE 27 ​ Borrower will (i) promptly perform and/or observe all of the obligations of Owner as “Franchisee” covenants and agreements required to be performed and observed by it under the Franchise Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder, (ii) promptly notify Lender of any default under the Franchise Agreement of which it is aware, (iii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by it under the Franchise Agreement, and (iv) promptly enforce the performance and observance of all of the covenants and agreements required to be performed and/or observed by the Franchisor under the Franchise Agreement. If Borrower will enter into any new or amended Franchise Agreement, Lender will receive within 30 days following the execution of such Franchise Agreement a Subordination Agreement from the Franchisor which is in form and substance reasonably acceptable to Lender and, without limiting the foregoing, pursuant to which Franchisor will agree (i) that Lender will have the right, but not the obligation, to cure any defaults under the Franchise Agreement, (ii) to give Lender written notice of, and a reasonable time to cure, any default of Borrower under the Franchise Agreement, (iii) not to assert against Lender any defaults which by their nature are personal to Borrower and not curable by Lender, (iv) to allow Lender, at Lender’s option, to either terminate the Franchisor upon the occurrence of an Event of Default or to require Franchisor to attorn to enter into a new Franchise Agreement with Lender on substantially the same terms as the existing Franchise Agreement, (v) that, if Lender or its Affiliate will acquire title to the extent such obligations relate Property, Lender or its Affiliate will have an option to succeed to the management interest of Borrower under the Franchise Agreement without payment of any fees to Franchisor, (vi) that the Franchise Agreement will remain in effect during any foreclosure proceedings by Lender provided Lender cures all monetary defaults under the Franchise Agreement, (vii) not to modify, cancel, surrender or operation otherwise terminate the Franchise Agreement during the Term without the consent of Lender, and (viii) that if Lender or its Affiliate succeeds to Borrower’s interest under the Franchise Agreement, Lender may assign its rights therein to any entity which acquires the Property from Lender or its Affiliate (subject to Franchisor’s reasonable approval). Borrower will not, without Lender’s prior written consent (i) surrender, terminate or cancel the Franchise Agreement, (ii) reduce or consent to the reduction of the Hotel, including, without limitation, the obligations of “Franchisee” under Sections XIII (Accounts and Receipts) and XIV (Insurance) term of the Franchise Agreement, and Manager shall not commit (iii) increase or consent to the increase of the amount of any act or omit to take any action that would cause a default by the Franchisee charges under the Franchise Agreement. In the event , or (iv) otherwise modify, change, supplement, alter or amend, or waive or release any of any inconsistency between the provisions of this Agreement its rights and the provisions of the Franchise Agreementremedies under, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. LikewiseWithout in any way limiting the covenants set forth in the Loan Documents, Owner shall send promptly Borrower will: (i) cause the hotel located on the Property to Manager any be operated, repaired and all notices that Owner receives maintained as a well-maintained hotel, providing amenities, services and facilities substantially equivalent to hotels of similar average room rate and targeted market segment from time to time operating in the Franchisor with respect same or comparable geographic area of the Property, taking into consideration the age and location of the hotel located on the Property and (ii) maintain Inventory in amounts sufficient to meet the hotel industry standard for hotels comparable to the Hotel or the Franchise Agreement that would require action or compliance hotel located on the part of Manager. Notwithstanding Property and at levels sufficient for the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Franchisee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, hotel located on the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwiseProperty at full occupancy levels.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During (a) Purchaser may instruct Seller to terminate the Term Franchise Agreement with such termination to be effective as of the Closing Date, in Purchaser's sole discretion, provided that in such event Purchaser shall be solely responsible for the payment of liquidated damages, termination fees, costs or other liabilities arising from or related to the termination of such Franchise Agreement and shall indemnify and hold harmless Seller therefrom. The preceding provisions of this Section 11.2 shall survive the Closing or earlier ------------ termination of this Agreement. (b) As between Seller and Purchaser, subject to Seller shall be solely responsible for obtaining, at its sole cost and expense, the availability of adequate funds, Manager shall perform all Franchisor Comfort Letters and the consent of the obligations of Owner as “Franchisee” under the Franchise Agreement franchisor, if required pursuant to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Franchisee” under Sections XIII (Accounts and Receipts) and XIV (Insurance) of the Franchise Agreement, and Manager to the transactions described in this Agreement; provided that the failure of Seller to obtain such Franchisor Comfort Letters or consents of franchisors, after using commercially reasonable, good faith efforts to do so in accordance with Section ------- 8.1(o), shall not commit any act or omit to take any action that would cause be a default under this Agreement; provided further that ------ Seller's obligation and liability to pay administrative fees imposed by the Franchisee under franchisor for such Franchisor Comfort Letters, such consents or otherwise in connection with the Franchise Agreementtransaction contemplated by this Purchase Agreement shall be limited to the first One Hundred Thousand Dollars ($100,000) of the collective administrative fees required by the franchisor and by any franchisor in connection with the transactions contemplated by the Other Agreements and one- half of all amounts in excess thereof, and Purchaser hereby covenants and agrees to pay the other one-half of such administrative fees in excess of One Hundred Thousand Dollars ($100,000). In no event shall the requirement of payment of administrative fees constitute a reason for Purchaser to fail to close on the Property. (c) In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of Purchaser directs Seller to terminate the Franchise Agreement shall prevail. Manager shall send promptly pursuant to Owner any this Section 11.2 and all notices that Manager receives intends to cause Operating ------------ Lessee, as lessee, to enter into a new franchise agreement at the Closing and has a binding commitment from the Franchisor with respect new franchisor for the same (subject to reasonable conditions), Seller and Purchaser hereby agree to negotiate in good faith to an adjustment of the rent payable pursuant to the Hotel Operating Lease, based on the terms and conditions of the new franchise agreement and its anticipated effect on Gross Revenues (as defined in the Operating Lease). (d) Notwithstanding anything to the contrary contained herein (including without limitation subparagraph (b) above), if in connection with the transaction contemplated by this Agreement or the obtaining of the Franchisor Comfort Letters or franchisor consents, the franchisor requires any capital improvement to be made at the Property (hereinafter, a "PIP"), Purchaser shall be solely responsible for the cost and expense of the same. In no event shall the requirement of a PIP constitute a reason for Purchaser to fail to close on the Property. In lieu of agreeing to any PIP requirement, Purchaser may direct Seller to terminate the Franchise Agreement and shall keep Owner fully informed with respect as provided in Section 11.2(a). If --------------- any such PIP requirement is imposed solely as a result of Purchaser's request for a Franchisor Comfort Letter, Purchaser may waive the delivery of such Franchisor Comfort Letter as a condition to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Franchisee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwiseClosing.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During Seller has entered into a (the Term “Existing Franchise Agreement”) with Marriott International Inc. (the “Franchisor”) governing the use of the Hotel as a Courtyard by Marriott (the “Brand”). At the Closing, Buyer and the Franchisor shall enter into a new franchise agreement, effective as of the Closing Date, replacing the Existing Franchise Agreement and containing terms and conditions acceptable to Buyer. Buyer shall be responsible for the payment and completion of any Franchisor mandated product improvement plan. If Buyer pays the cost for the product improvement plan report (the “PIP Fee”), then, in the event this Contract is terminated and Closing does not occur (other than by reason of Buyer’s default), Seller shall reimburse Buyer for the PIP Fee. Seller and the Franchisor shall terminate the Existing Franchise Agreement, subject as of the Closing Date, and Buyer shall be solely responsible for all claims and liabilities arising thereunder. Seller and Buyer shall use all commercially reasonable efforts to obtain a release of Seller and any other guarantors as described in Section 5.2(d) above. Buyer agrees to apply for and use reasonable efforts, and Seller shall cooperate with Buyer, to obtain the new franchise agreement, together with the assignment to Buyer of all waivers of any brand standard necessary or appropriate for the operation of the Hotel under the Brand. It shall be a condition to Closing for Buyer and Seller that the Franchisor provide the foregoing consent; provided, however, that Buyer shall not be entitled, as a condition to Closing, to require amendments to the availability of adequate funds, Manager shall perform all Existing Franchise Agreement (or to require a new franchise agreement (the “New Franchise Agreement”)) that contains economic terms more favorable to the owner or franchisee than the economic terms of the obligations of Owner as “Franchisee” under the Existing Franchise Agreement or that differ in any other material respect from the form of franchise agreement which Buyer and Franchisor have negotiated previously as their standard form of franchise agreement (to the extent such obligations relate standard forms are applicable under the circumstances). Buyer shall be responsible for all costs related to the management or operation termination of the Hotel, including, without limitation, the obligations of “Franchisee” under Sections XIII (Accounts and Receipts) and XIV (Insurance) of the Existing Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Franchisee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions execution of the Franchise Agreementa new franchise agreement, including but not limited to, the provisions payment of the Franchise Agreement license, application, transfer and similar fees thereunder. Seller shall prevail. Manager shall send use best efforts to promptly to Owner any and provide all notices that Manager receives from information required by the Franchisor in connection with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Franchisee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent each such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreementnew franchise agreement, and Manager Seller and Buyer shall not commit any act or omit to take any action that would cause a default by diligently pursue obtaining each the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwisesame.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During (a) Subject to the Term provisions of Section 5.1.21(b), the Improvements on the Properties shall be operated under the terms and conditions of the Franchise Agreements, if applicable. Borrower shall cause Mortgage Borrower or Operating Lessee to (i) pay all sums required to be paid by Operating Lessee under the Franchise Agreement, (ii) diligently perform, observe and enforce all of the terms, covenants and conditions of the Franchise Agreement on the part of Operating Lessee to be performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Mortgage Borrower and/or Operating Lessee under the Franchise Agreement, (iii) promptly notify Lender of the giving of any notice to Mortgage Borrower and/or Operating Lessee of any default by Operating Lessee in the performance or observance of any of the terms, covenants or conditions of the Franchise Agreement on the part of Operating Lessee to be performed and observed and deliver to Lender a true copy of each such notice, and (iv) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice, report and estimate received by it under the Franchise Agreement. Subject to the provisions of Section 5.1.21(b), Borrower shall cause Mortgage Borrower and/or Operating Lessee to not, without the prior consent of Lender, surrender the Franchise Agreement or terminate or cancel the Franchise Agreement or modify, change, supplement, alter or amend the Franchise Agreement, in any material respect, either orally or in writing. Subject to the rights of Mortgage Lender, if Operating Lessee shall default in the performance or observance of any material term, covenant or condition of the Franchise Agreement on the part of Operating Lessee to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, subject and without waiving or releasing Borrower from any of its obligations hereunder, Borrower shall permit Lender to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Franchise Agreement on the part of Operating Lessee to be performed or observed to be promptly performed or observed on behalf of Operating Lessee, to the availability end that the rights of adequate fundsMortgage Borrower and/or Operating Lessee in, Manager to and under the Franchise Agreement shall be kept unimpaired and free from default; provided, however, that Lender shall have no such obligation to perform all any such action. Borrower shall cause Lender and any Person designated by Lender by written notice to Borrower shall have, and are hereby granted, the right to enter upon the Properties at any time and from time to time for the purpose of taking any such action. If Franchisor shall deliver to Lender a copy of any notice sent to Borrower and Mortgage Borrower and/or Pledgor or Operating Lessee of default under the Franchise Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall cause Mortgage Borrower and/or Operating Lessee, from time to time, use its best efforts to obtain from Franchisor such certificates of estoppel with respect to compliance by Operating Lessee with the terms of the obligations Franchise Agreement as may be requested by Lender. Borrower shall cause Mortgage Borrower and/or Operating Lessee to exercise each individual option, if any, to extend or renew the term of Owner as “Franchisee” under the Franchise Agreement to the extent required to continue it in full force and effect until after the Maturity Date. Any sums expended by Lender pursuant to this paragraph shall bear interest at the Default Rate from the date such obligations relate cost is incurred to the management or operation date of payment to Lender, shall be deemed to constitute a portion of the HotelDebt, including, without limitation, shall be secured by the obligations of “Franchisee” under Sections XIII (Accounts and Receipts) and XIV (Insurance) lien of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Franchisee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Pledge Agreement and the provisions of other Loan Documents and shall be immediately due and payable upon demand by Lender therefor. (b) With respect to the Expiring Franchise AgreementAgreement Property only, Borrower shall not be required to cause Mortgage Borrower to obtain Lender's consent or a confirmation from the provisions of Rating Agencies in the event that the Franchise Agreement shall prevail. Manager shall send promptly in effect on the date hereof is extended on the same or more favorable terms to Owner any and all notices that Manager receives from the Franchisor with respect Mortgage Borrower and/or Operating Lessee, as applicable, prior to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Franchisee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwiseexpiration thereof.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During Seller has entered into (the Term “Existing Franchise Agreements”) with Hilton Hotels (the “Franchisor”) governing the use of the Hotels as a Homewood Suites by Hilton (the “Brand”). At the Closing, Buyer and the Franchisor shall enter into new franchise agreements, effective as of the Closing Date, replacing the Existing Franchise Agreements and containing terms and conditions acceptable to Buyer. Buyer shall be responsible for the payment and completion of any Franchisor mandated product improvement plan. If Buyer pays the cost for the product improvement plan report (the “PIP Fee”), then, in the event this AgreementContract is terminated and Closing does not occur (other than by reason of Buyer’s default), subject Seller shall reimburse Buyer for the PIP Fee. Seller and the Franchisor shall terminate the Existing Franchise Agreements as of the Closing Date, and Buyer shall be solely responsible for all claims and liabilities arising thereunder. Seller and Buyer shall use all commercially reasonable efforts to obtain a release of Seller and any other guarantors as described in Section 5.2(d) above. Buyer agrees to apply for and use reasonable efforts, and Seller shall cooperate with Buyer, to obtain the new franchise agreement, together with the assignment to Buyer of all waivers of any brand standard necessary or appropriate for the operation of the Hotels under the Brand. It shall be a condition to Closing for Buyer and Seller that the Franchisor provide the foregoing consent; provided, however, that Buyer shall not be entitled, as a condition to Closing, to require amendments to the availability of adequate funds, Manager shall perform all Existing Franchise Agreement (or to require a new franchise agreement (the “New Franchise Agreement”)) that contains economic terms more favorable to the owner or franchisee than the economic terms of the obligations of Owner as “Franchisee” under the Existing Franchise Agreement or that differ in any other material respect from the form of franchise agreement which Buyer and Franchisor have negotiated previously as their standard form of franchise agreement (to the extent such obligations relate standard forms are applicable under the circumstances). Buyer shall be responsible for all costs related to the management or operation of the Hotel, including, without limitation, the obligations of “Franchisee” under Sections XIII (Accounts and Receipts) and XIV (Insurance) of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Franchisee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Franchisee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Existing Franchise AgreementAgreements and the execution of a new franchise agreements, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitationincluding but not limited to, the obligations payment of “Licensee” under Paragraphs 6license, 7 application, transfer and 8 of similar fees thereunder. Seller shall use best efforts to promptly provide all information required by the Franchise AgreementFranchisor in connection with each such new franchise agreement, and Manager Seller and Buyer shall not commit any act or omit to take any action that would cause a default by diligently pursue obtaining each the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwisesame.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During Seller has entered into the Term Existing Franchise Agreement with Marriott International, Inc. or an affiliate thereof (the “Franchisor”) governing the use of the Hotel as a Hampton Inn (the “Brand”). At the Closing, Buyer and the Franchisor shall enter into a new franchise agreement, effective as of the Closing Date, replacing the Existing Franchise Agreement and containing terms and conditions acceptable to Buyer. Buyer shall be responsible for the payment and completion of any Franchisor mandated product improvement plan. If Buyer pays the cost for the product improvement plan report (the “PIP Fee”), then, in the event this Contract is terminated and Closing does not occur (other than by reason of Buyer’s default), Seller shall reimburse Buyer for the PIP Fee. Seller and the Franchisor shall terminate the Existing Franchise Agreement, subject as of the Closing Date, and Buyer shall be solely responsible for all claims and liabilities arising thereunder. Seller and Buyer shall use all commercially reasonable efforts to obtain a release of Seller and any other guarantors as described in Section 5.2(d) above. Buyer agrees to apply for and use reasonable efforts, and Seller shall cooperate with Buyer, to obtain the new franchise agreement, together with the assignment to Buyer of all waivers of any brand standard necessary or appropriate for the operation of the Hotel under the Brand. It shall be a condition to Closing for Buyer and Seller that the Franchisor provide the foregoing consent; provided, however, that Buyer shall not be entitled, as a condition to Closing, to require amendments to the availability of adequate funds, Manager shall perform all Existing Franchise Agreement (or to require a new franchise agreement (the “New Franchise Agreement”)) that contains economic terms more favorable to the owner or franchisee than the economic terms of the obligations of Owner as “Franchisee” under the Existing Franchise Agreement or that differ in any other material respect from the form of franchise agreement which Buyer and Franchisor have negotiated previously as their standard form of franchise agreement (to the extent such obligations relate standard forms are applicable under the circumstances). Buyer shall be responsible for all costs related to the management or operation termination of the Hotel, including, without limitation, the obligations of “Franchisee” under Sections XIII (Accounts and Receipts) and XIV (Insurance) of the Existing Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Franchisee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions execution of the Franchise Agreementa new franchise agreement, including but not limited to, the provisions payment of the Franchise Agreement license, application, transfer and similar fees thereunder. Seller shall prevail. Manager shall send use best efforts to promptly to Owner any and provide all notices that Manager receives from information required by the Franchisor in connection with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Franchisee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent each such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreementnew franchise agreement, and Manager Seller and Buyer shall not commit any act or omit to take any action that would cause a default by diligently pursue obtaining each the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwisesame.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During (a) The parties acknowledge that the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all transfer of the obligations of Owner as “Franchisee” franchise rights granted under the Franchise Agreement to the extent such obligations relate Buyer is subject to the management or operation prior written consent of Franchisor under the Franchise Agreement. Immediately following the date of this Agreement, (i) the Seller shall proceed promptly and in good faith to give the notices required under the Franchise Agreement with respect to the transactions contemplated hereby and (ii) the Buyer shall proceed promptly and in good faith to effect the consent of Franchisor to the transfer of such franchise rights to the Buyer, which may require the execution of a new franchise agreement with Franchisor. Accordingly, the Buyer shall promptly submit to Franchisor a complete application to become a franchisee of Franchisor’s franchise system accompanied by payment of the Hotelapplicable application fee. As part of the application process, the Buyer shall provide any and all information and documentation that Franchisor requires (including, without limitation, financial statements, organizational documents, background information regarding the obligations owners of “Franchisee” under Sections XIII (Accounts the Buyer and Receipts) other documentation supporting its application). Without limiting the foregoing, the Buyer shall use commercially reasonable efforts to obtain the consent of the Franchisor to the transfer of the franchise rights and XIV (Insurance) a new franchise agreement in place of the Franchise Agreement, which may entail promptly responding to requests from Franchisor and Manager shall not commit any act or omit to take any action that would cause otherwise promptly complying with all obligations of a default by the Franchisee transferee under the Franchise Agreement. In The Seller agrees to reasonably cooperate, at no cost, in good faith with the event Buyer and Franchisor in such process. The Buyer shall agree with Franchisor to accept and be bound by any property improvement plan required by Franchisor in connection with obtaining such consent (which may consist of any inconsistency between the provisions of this Agreement and the provisions of property improvement plan currently incorporated into the Franchise Agreement, and to complete such property improvement plan within the provisions time periods set forth in such property improvement plan. In connection with the transfer of the Franchise Agreement franchise rights, the Buyer shall prevail. Manager shall send promptly be required to Owner pay any and all notices that Manager receives from fees and charges associated therewith (including, without limitation, any transfer fee mandated under the Franchise Agreement). (b) If Franchisor with respect has not agreed to the Hotel or terminate the Franchise Agreement and enter into a new franchise agreement with the Buyer by the then scheduled Closing Date, the Closing Date shall keep Owner fully informed with respect be extended to all matters a date that come is the earlier of (i) ten Business Days after receipt of such agreement and (ii) July 3, 2007 (the “Outside Closing Date”). In the event Franchisor has not delivered such new franchise agreement by the Outside Closing Date, the Buyer and the Seller shall each have the option to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect terminate this Agreement by written notice to the Hotel or other party (the Franchise Agreement that would require action or compliance on the part of Manager. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Franchisee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement“Termination Option”). In the event the Franchise Agreement Termination Option is terminated for any reasonelected by either the Seller or the Buyer, this Agreement shall also terminate effective as and provided the Buyer is not in default of any of its obligations pursuant to subsection 4.5(a) or otherwise, the date of Exxxxxx Money shall be refunded to the Buyer and neither party shall have any further rights or obligations hereunder except for those that expressly survive the termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During the Term of (a) Except as provided in this Agreement, subject the Properties shall at all times be operated in accordance with the terms and conditions of the Franchise Agreements. Borrower shall, or shall cause Mortgage Borrower or Operating Lessee to cause Manager to, (i) pay all sums required to be paid by Mortgage Borrower, Operating Lessee and/or Manager under the availability of adequate fundsFranchise Agreements, Manager shall perform (ii) diligently perform, observe and enforce all of the obligations terms, covenants and conditions of Owner as “Franchisee” the Franchise Agreements, (iii) promptly deliver to Lender a copy of any written notice to Mortgage Borrower or Operating Lessee of any default by Mortgage Borrower, Operating Lessee and/or Manager under the Franchise Agreement Agreements and notify Lender of any material default under 00000000.0.XXXXXXXX the Franchise Agreements of which it is aware, (iv) promptly deliver to Lender a copy of any written notice to Franchisor of any default by Franchisor under the Franchise Agreements, (v) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of non-performance, report, and estimate (a) received by Mortgage Borrower or Operating Lessee under the Franchise Agreements and (b) required to be delivered by Mortgage Borrower, Operating Lessee and/or Manager to Franchisor under the Franchise Agreements, (vi) complete all work required under any PIP on or prior to the Outside Date, (vii) not modify or amend the Franchise Agreements to the extent such obligations relate modification or amendment could reasonably be expected to the management have a Material Adverse Effect, and (viii) not terminate, cancel, or operation of the Hotel, including, without limitation, the obligations of “Franchisee” under Sections XIII (Accounts and Receipts) and XIV (Insurance) of replace the Franchise AgreementAgreements (except as provided in subsection (b) below), nor replace the Franchisor, nor waive or release any of its rights and Manager shall not commit any act or omit to take any action that would cause a default by the Franchisee remedies under the Franchise AgreementAgreements in any material respect, without Lender’s prior written consent. In the event of any inconsistency between the provisions of Each request by Borrower for approval and consent by Lender pursuant to this Agreement Section 5.25 shall be in writing and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect be subject to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. Deemed Approval Standard. (b) Notwithstanding the foregoing, Manager provided no Event of Default is continuing, Borrower shall not have the right (or Borrower shall have the right to grant permit or cause Mortgage Borrower or Operating Lessee to permit Franchisor to), without the prior written approval of Lender (but upon prior written notice to Lender), to terminate a Franchise Agreement at an Individual Property; provided, however, it shall be an Event of Default hereunder in the event that (A) Borrower shall have failed to pay (or failed to cause Mortgage Borrower or Operating Lessee to pay) any consent, approval termination fee or other right reserved amounts due to such Franchisor pursuant to the Franchisee under the applicable Franchise Agreement or to make any decision or agreement on behalf of Owner under within the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the time period specified in such Franchise Agreement, unless contested in good faith, (B) Borrower shall have failed to (w) deliver (or cause to be delivered) to Lender a PIP Guaranty to the parties extent required pursuant to the terms of this Agreement or (y) cause Mortgage Borrower to make the deposit required in connection with any New PIP pursuant to and in accordance with Section 9.9 of the Mortgage Loan Agreement or (C) within sixty (60) days of the termination of such Franchise Agreement, Borrower fails to (or fails to cause Operating Lessee to) deliver evidence reasonably acceptable to Lender that a Replacement Franchise Agreement with a Qualified Franchisor or a Replacement Management Agreement with a Brand Manager is in full force and effect at the applicable Individual Property. (c) The Individual Property commonly known as the Hilton Garden Inn Austin and located in Austin, Texas, failed its most recent “quality assurance” inspection. Attached hereto agree otherwiseas Schedule 5.25 is a true, correct and complete list of the repairs required to be completed in order to resolve such quality assurance inspection failure. [FOR HILTON BRANDS:] During Borrower hereby covenants and agrees to cause Mortgage Borrower to complete such repairs to the Term of extent necessary to resolve such failure in accordance with this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Mortgage Loan Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the related Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreementapplicable laws. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise.00000000.0.XXXXXXXX

Franchise Agreement. [FOR MARRIOTT BRANDS:] During the Term of (a) Except as provided in this Agreement, subject the Properties shall at all times be operated in accordance with the terms and conditions of the Franchise Agreements. Borrower shall, or shall cause Operating Lessee to cause Manager to, (i) pay all sums required to be paid by Borrower, Operating Lessee and/or Manager under the availability of adequate fundsFranchise Agreements, Manager shall perform (ii) diligently perform, observe and enforce all of the obligations terms, covenants and conditions of Owner as “Franchisee” the Franchise Agreements, (iii) promptly deliver to Lender a copy of any written notice to Borrower or Operating Lessee of any default by Bxxxxxxx, Operating Lessee and/or Manager under the Franchise Agreement Agreements and notify Lender of any material default under the Franchise Agreements of which it is aware, (iv) promptly deliver to Lender a copy of any written notice to Franchisor of any default by Franchisor under the Franchise Agreements, (v) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of non-performance, report and estimate (a) received by Borrower or Operating Lessee under the Franchise Agreements and (b) required to be delivered by Borrower, Operating Lessee and/or Manager to Franchisor under the Franchise Agreements, (vi) complete all work required under any PIP on or prior to the Outside Date, (vii) not modify or amend the Franchise Agreements to the extent such obligations relate modification or amendment could reasonably be expected to the management have a Material Adverse Effect, and (viii) except as provided in clause (b) below not terminate, cancel, or operation of the Hotel, including, without limitation, the obligations of “Franchisee” under Sections XIII (Accounts and Receipts) and XIV (Insurance) of replace the Franchise AgreementAgreements, nor replace the Franchisor, nor waive or release any of its rights and Manager shall not commit any act or omit to take any action that would cause a default by the Franchisee remedies under the Franchise AgreementAgreements in any material respect, without Lxxxxx’s prior written consent. Each request by Borrower for approval and consent by Lender pursuant to this Section 5.25 shall be in writing and contain a legend in capitalized bold letters on the top of the cover page stating: “LXXXXX’S RESPONSE IS REQUESTED WITHIN TEN (10) BUSINESS DAYS. LXXXXX’S FAILURE TO RESPOND WITHIN SUCH TIME PERIOD SHALL RESULT IN LENDER’S CONSENT BEING DEEMED TO HAVE BEEN GRANTED” and Borrower shall include the following documentation with such request all materials reasonably necessary in order for Lender to evaluate such matter. In the event that Lender fails to grant or withhold its approval and consent to such matter within such ten (10) Business Day period (and, in the case of a withholding of consent, stating the grounds therefor in reasonable detail), then, so long as no Event of Default is continuing, Lxxxxx’s approval and consent shall be deemed to have been granted. There shall be no administrative or approval fee in connection with this Section 5.25(a), but Borrower shall pay any inconsistency between the provisions of this Agreement out-of-pocket costs and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. expenses incurred by Lender. (b) Notwithstanding the foregoing, Manager provided no Event of Default is continuing, Borrower and/or Operating Lessee shall not have the right, and the right to grant any consentpermit Franchisor, without the prior written approval of Lender (but upon prior written notice to Lender), to terminate (including as a result of its expiration) a Franchise Agreement at an Individual Property; provided, however, it shall be an Event of Default hereunder in the event that within sixty (60) days of the termination of such Franchise Agreement (i) Borrower shall have failed (or other right reserved shall have failed to cause Operating Lessee in the case of clause (2) hereof) to deliver to Lender cash to be deposited into the PIP Reserve Account in an amount equal to the Franchisee under PIP Required Deposit contemplated by the Replacement Franchise Agreement or the Replacement Management Agreement with a Brand Manager, which cash shall be held and distributed in accordance with the terms of Section 9.9 hereof and (ii) Borrower fails to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject deliver evidence reasonably acceptable to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action Lender that would cause a default by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Replacement Franchise Agreement or to make any decision or agreement on behalf of Owner under a Replacement Management Agreement with a Brand Manager is in full force and effect at the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwiseapplicable Individual Property.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During (a) The Improvements on the Term Properties shall be operated under the terms and conditions of the Franchise Agreements. Borrower shall (i) pay all sums required to be paid by Borrower under the Franchise Agreement, (ii) diligently perform, observe and enforce all of the terms, covenants and conditions of the Franchise Agreement on the part of Borrower to be performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower under the Franchise Agreement, (iii) promptly notify Lender of the giving of any notice to Borrower of any default by Borrower in the performance or observance of any of the terms, covenants or conditions of the Franchise Agreement on the part of Borrower to be performed and observed and deliver to Lender a true copy of each such notice, and (iv) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice, report and estimate received by it under the Franchise Agreement. Borrower shall not, without the prior consent of Lender, which consent shall not be unreasonably withheld, surrender the Franchise Agreement or terminate or cancel the Franchise Agreement or modify, change, supplement, alter or amend the Franchise Agreement, in any material respect, either orally or in writing, and Borrower hereby collaterally assigns to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, subject all the rights, privileges and prerogatives of Borrower to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Franchisee” under surrender the Franchise Agreement or to terminate, cancel, modify, change, supplement, alter or amend the extent Franchise Agreement in any respect, and any such obligations relate to the management or operation surrender of the HotelFranchise Agreement or termination, includingcancellation, without limitationmodification, the obligations of “Franchisee” under Sections XIII (Accounts and Receipts) and XIV (Insurance) change, supplement, alteration or amendment of the Franchise Agreement, not otherwise expressly allowed herein, without the prior consent of Lender shall be void and Manager of no force and effect. If Borrower shall not commit default in the performance or observance of any material term, covenant or condition of the Franchise Agreement on the part of Borrower to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or omit to take any action as may be appropriate to cause all the terms, covenants and conditions of the Franchise Agreement on the part of Borrower to be performed or observed to be promptly performed or observed on behalf of Borrower, to the end that would cause the rights of Borrower in, to and under the Franchise Agreement shall be kept unimpaired and free from default. Lender and any Person designated by Lender shall have, and are hereby granted, the right to enter upon the Properties at any time and from time to time for the purpose of taking any such action. If Franchisor shall deliver to Lender a copy of any notice sent to Borrower of default by the Franchisee under the Franchise Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. In Borrower shall, from time to time (but no more than two (2) times per year when there is no occurrence and continuance of an Event of Default), use its best efforts to obtain from Franchisor such certificates of estoppel with respect to compliance by Borrower with the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions terms of the Franchise Agreement as may be requested by Lender. Borrower shall prevail. Manager shall send promptly exercise each individual option, if any, to Owner any and all notices that Manager receives from extend or renew the Franchisor with respect to the Hotel or term of the Franchise Agreement upon demand by Lender made at any time within one (1) year of the last day upon which any such option may be exercised, and Borrower hereby expressly authorizes and appoints Lender as its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower, which power of attorney shall be irrevocable and shall keep Owner fully informed be deemed to be coupled with respect to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manageran interest. Notwithstanding the foregoing, Manager Borrower shall not have be required to extend or renew the right term of any Franchise Agreement to grant any consent, approval or other right reserved date that is more than one (1) year beyond the Maturity Date of the Loan. Any sums expended by Lender pursuant to this paragraph shall bear interest at the Default Rate from the date such cost is incurred to the Franchisee under date of payment to Lender, shall be deemed to constitute a portion of the Franchise Agreement or to make any decision or agreement on behalf Debt, shall be secured by the lien of Owner under the Franchise Agreement. Security Instruments and the other Loan Documents and shall be immediately due and payable upon demand by Lender therefor. (b) In the event that Borrower receives notice of termination from any Franchisor and Borrower has not entered into a Replacement Franchise Agreement, Borrower shall, within thirty (30) days prior to the termination of such Franchise Agreement, deliver to Lender: (i) a fully executed Replacement Franchise Agreement is terminated for any reason, this Agreement shall also terminate with an effective date as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions expiration of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any being terminated and all notices that Manager receives from the is otherwise in accordance with Section 5.1.23 of this Agreement; and (ii) a Franchisor Comfort Letter in accordance with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Section 5.1.23 of this Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During Seller has entered into the Term Existing Franchise Agreement with Marriott International, Inc. or an affiliate thereof (the “Franchisor”) governing the use of the Hotel as a Courtyard by Marriott (the “Brand”). At the Closing, Buyer and the Franchisor shall enter into a new franchise agreement, effective as of the Closing Date, replacing the Existing Franchise Agreement and containing terms and conditions acceptable to Buyer. Buyer shall be responsible for the payment and completion of any Franchisor mandated product improvement plan. If Buyer pays the cost for the product improvement plan report (the “PIP Fee”), then, in the event this Contract is terminated and Closing does not occur (other than by reason of Buyer’s default), Seller shall reimburse Buyer for the PIP Fee. Seller and the Franchisor shall terminate the Existing Franchise Agreement, subject as of the Closing Date, and Buyer shall be solely responsible for all claims and liabilities arising thereunder. Seller and Buyer shall use all commercially reasonable efforts to obtain a release of Seller and any other guarantors as described in Section 5.2(d) above. Buyer agrees to apply for and use reasonable efforts, and Seller shall cooperate with Buyer, to obtain the new franchise agreement, together with the assignment to Buyer of all waivers of any brand standard necessary or appropriate for the operation of the Hotel under the Brand. It shall be a condition to Closing for Buyer and Seller that the Franchisor provide the foregoing consent; provided, however, that Buyer shall not be entitled, as a condition to Closing, to require amendments to the availability of adequate funds, Manager shall perform all Existing Franchise Agreement (or to require a new franchise agreement (the “New Franchise Agreement”)) that contains economic terms more favorable to the owner or franchisee than the economic terms of the obligations of Owner as “Franchisee” under the Existing Franchise Agreement or that differ in any other material respect from the form of franchise agreement which Buyer and Franchisor have negotiated previously as their standard form of franchise agreement (to the extent such obligations relate standard forms are applicable under the circumstances). Buyer shall be responsible for all costs related to the management or operation termination of the Hotel, including, without limitation, the obligations of “Franchisee” under Sections XIII (Accounts and Receipts) and XIV (Insurance) of the Existing Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Franchisee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions execution of the Franchise Agreementa new franchise agreement, including but not limited to, the provisions payment of the Franchise Agreement license, application, transfer and similar fees thereunder. Seller shall prevail. Manager shall send use best efforts to promptly to Owner any and provide all notices that Manager receives from information required by the Franchisor in connection with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Franchisee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent each such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreementnew franchise agreement, and Manager Seller and Buyer shall not commit any act or omit to take any action that would cause a default by diligently pursue obtaining each the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwisesame.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During (a) Each Franchised Property shall be operated under the Term terms and conditions of the applicable Franchise Agreement. Borrowers shall (i) pay all sums required to be paid A/72912756.15 by Operating Lessee under each Franchise Agreement, (ii) diligently perform, observe and enforce all of the terms, covenants and conditions of each Franchise Agreement on the part of Operating Lessee to be performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of any Borrower and/or Operating Lessee under any Franchise Agreement, (iii) promptly notify Administrative Agent and the Lenders of the giving of any notice to Operating Lessee of any default by Operating Lessee in the performance or observance of any of the terms, covenants or conditions of any Franchise Agreement on the part of Operating Lessee to be performed and observed and deliver to Administrative Agent a true copy of each such notice, and (iv) promptly deliver to Administrative Agent a copy of each financial statement, business plan, capital expenditure plan, notice, report and estimate received by it under any Franchise Agreement. Borrowers shall not, without the prior consent of Administrative Agent, surrender any Franchise Agreement or terminate or cancel any Franchise Agreement or modify, change, supplement, alter or amend any Franchise Agreement, in any material respect, either orally or in writing, and Borrowers hereby assign to Administrative Agent as further security for the payment of the Obligations and for the performance and observance of the terms, covenants and conditions of this Agreement and the other Loan Documents, all the rights, privileges and prerogatives of Borrowers and Operating Lessee to surrender any Franchise Agreement or to terminate, cancel, modify, change, supplement, alter or amend any Franchise Agreement in any material respect, and any such surrender of any Franchise Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of any Franchise Agreement in any material respect without the prior consent of Administrative Agent shall be void and of no force and effect. (b) If Operating Lessee shall default in the performance or observance of any material term, covenant or condition of any Franchise Agreement on the part of Operating Lessee to be performed or observed after expiration of any applicable notice and cure periods provided in the Franchise Agreement, then, without limiting the generality of the other provisions of this Agreement, subject and without waiving or releasing a Borrower from any of its obligations hereunder, Administrative Agent shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of any Franchise Agreement on the part of Operating Lessee to be performed or observed to be promptly performed or observed on behalf of Operating Lessee, to the availability end that the rights of adequate fundsOperating Lessee in, Manager to and under such Franchise Agreement shall perform be kept unimpaired and free from default in all material respects. Administrative Agent and any Person designated by Administrative Agent by written notice to Borrowers shall have, and are hereby granted, the right to enter upon the Collateral Properties at any time and from time to time for the purpose of taking any such action. If any Franchisor shall deliver to Administrative Agent a copy of any notice of default under any Franchise Agreement, such notice shall constitute full protection to Administrative Agent for any action taken or omitted to be taken by Administrative Agent in good faith, in reliance thereon. Borrowers shall, from time to time, use their best efforts to obtain from each Franchisor such certificates of estoppel with respect to compliance by Operating Lessee with the obligations terms of Owner its Franchise Agreement as “Franchisee” under may be requested by Administrative Agent. Operating Lessee shall exercise each individual option, if any, to extend or renew the term of its respective Franchise Agreement to the extent required to continue it in full force and effect until after the Maturity Date, and each Operating Lessee A/72912756.15 hereby expressly authorizes and appoints Administrative Agent as its attorney-in-fact to exercise any such obligations relate option in the name of and upon behalf of Operating Lessee, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. Any sums expended by Administrative Agent pursuant to this paragraph shall bear interest at the Default Rate from the date such cost is incurred to the management or operation date of payment to Administrative Agent, shall be deemed to constitute a portion of the HotelObligations, includingshall be secured by the lien of the Mortgages and the other Loan Documents and shall be immediately due and payable upon demand by Administrative Agent therefor. (c) To the extent that Administrative Agent’s consent or approval is required under this Section 7.20, without limitationany such proposed modification, change, supplement, alteration or amendment of the obligations Franchise Agreement submitted to Administrative Agent for approval shall be deemed approved if (i) Borrowers deliver to Administrative Agent a written request for such approval marked in bold lettering with the following language: “ADMINISTRATIVE AGENT’S RESPONSE IS REQUIRED WITHIN FIFTEEN (15) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A TERM LOAN AGREEMENT AMONG THE UNDERSIGNED, AND ADMINISTRATIVE AGENT AND OTHERS” and the envelope containing the request must be marked “PRIORITY”; and (ii) Administrative Agent shall have failed to notify Borrowers of “Franchisee” under Sections XIII its approval or disapproval within such fifteen (Accounts 15) Business Days following Administrative Agent’s receipt of Borrowers’ written request together with such proposed modification, change, supplement, alteration or amendment of the Franchise Agreement and Receiptsany and all other information and documentation relating thereto reasonably required by Administrative Agent to reach a decision. In no event shall Administrative Agent be deemed to have approved (1) and XIV (Insurance) a surrender, termination or cancellation of the Franchise Agreement, and Manager shall not commit (2) any act or omit to take any action that would cause change having a default by the Franchisee Material Adverse Effect under the Franchise Agreement, or (3) a new franchise agreement with a new franchisor. In the event of any inconsistency between the provisions of this Agreement and the provisions Upon a Borrower’s request, Administrative Agent shall deliver to such Borrower a reasonably detailed description of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Franchisee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated reasons for any reason, disapprovals under this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwiseSection 7.20.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During (a) Each Collateral Property shall be operated under the Term terms and conditions of the applicable Franchise Agreement. Borrowers shall (i) pay all sums required to be paid by any Operating Lessee under each Franchise Agreement, (ii) diligently perform, observe and enforce all of the terms, covenants and conditions of each Franchise Agreement on the part of such Operating Lessee to be performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of any Borrower and/or Operating Lessee under any Franchise Agreement, (iii) promptly notify Administrative Agent of the giving of any notice to any Operating Lessee of any default by such Operating Lessee in the performance or observance of any of the terms, covenants or conditions of any Franchise Agreement on the part of such Operating Lessee to be performed and observed and deliver to Administrative Agent a true copy of each such notice, and (iv) promptly deliver to Administrative Agent a copy of each financial statement, business plan, capital expenditure plan, notice, report and estimate received by it under any Franchise Agreement. Borrowers shall not, without the prior consent of Administrative Agent, surrender any Franchise Agreement or terminate or cancel any Franchise Agreement or modify, change, supplement, alter or amend any Franchise Agreement, in any material respect, either orally or in writing, and Borrowers hereby assign to Administrative Agent as further security for the payment of the Obligations and for the performance and observance of the terms, covenants and conditions of this Agreement, subject all the rights, privileges and prerogatives of Borrowers and Operating Lessees to surrender any Franchise Agreement or to terminate, cancel, modify, change, supplement, alter or amend any Franchise Agreement in any material respect, and any such surrender of any Franchise Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of any Franchise Agreement in any material respect without the prior consent of Administrative Agent shall be void and of no force and effect. (b) If any Operating Lessee shall default in the performance or observance of any material term, covenant or condition of any Franchise Agreement on the part of such Operating Lessee to be performed or observed after expiration of any applicable notice and cure periods provided in the Franchise Agreement, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing a Borrower from any of its obligations hereunder, Administrative Agent shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of any Franchise Agreement on the part of the respective Operating Lessee to be performed or observed to be promptly performed or observed on behalf of such Operating Lessee, to the availability end that the rights of adequate fundssuch Operating Lessee in, Manager to and under such Franchise Agreement shall perform be kept unimpaired and free from default in all material respects. Administrative Agent and any Person designated by Administrative Agent by written notice to Borrowers shall have, and are hereby granted, the right to enter upon the Collateral Properties at any time and from time to time for the purpose of taking any such action. If any Franchisor shall deliver to Administrative Agent a copy of any notice of default under any Franchise Agreement, such notice shall constitute full protection to Administrative Agent for any action taken or omitted to be taken by Administrative Agent in good faith, in reliance thereon. Borrowers shall, from time to time, use their best efforts to obtain from each Franchisor such certificates of estoppel with respect to compliance by each Operating Lessee with the obligations terms of Owner its Franchise Agreement as “Franchisee” under may be requested by Administrative Agent. Each Operating Lessee shall exercise each individual option, if any, to extend or renew the term of its respective Franchise Agreement to the extent required to continue it in full force and effect until after the Maturity Date, and each Operating Lessee hereby expressly authorizes and appoints Administrative Agent as its attorney-in-fact to exercise any such obligations relate option in the name of and upon behalf of such Operating Lessee, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. Any sums expended by Administrative Agent pursuant to this paragraph shall bear interest at the Default Rate from the date such cost is incurred to the management or operation date of payment to Administrative Agent, shall be deemed to constitute a portion of the HotelObligations, includingshall be secured by the lien of the Mortgages and the other Loan Documents and shall be immediately due and payable upon demand by Administrative Agent therefor. (c) Borrower shall not enter into any Replacement Franchise Agreement without Administrative Agent’s prior written consent; provided, without limitationhowever, that with respect to any expiring or replacement Franchise Agreement, Borrowers shall notify Administrative Agent, but shall not be required to obtain Administrative Agent’s consent if the obligations Franchise Agreement in effect on the date hereof is extended (to result in a remaining term of such Franchise Agreement from the date of the delivery of such extension agreement equal to the terms then generally granted by the applicable Franchisor in the then prevailing market, but in no event shorter than seven (7) years) on the same or more favorable terms to the applicable Operating Lessee as prior to the expiration thereof, provided further that if such Franchise Agreement is modified, extended, supplemented or replaced a franchisor estoppel and recognition or other “comfort letter” shall be provided as described in clause (b) of the definition of “FranchiseeReplacement Franchise Agreement.” To the extent that Administrative Agent’s consent or approval is required under Sections XIII this Section 7.20, any such proposed modification, change, supplement, alteration or amendment of the Franchise Agreement submitted to Administrative Agent for approval shall be deemed approved if (Accounts i) Borrowers deliver to Administrative Agent a written request for such approval marked in bold lettering with the following language: “ADMINISTRATIVE AGENT’S RESPONSE IS REQUIRED WITHIN FIFTEEN (15) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND ADMINISTRATIVE AGENT” and Receiptsthe envelope containing the request must be marked “PRIORITY;” and (ii) Administrative Agent shall have failed to notify Borrowers of its approval or disapproval within such fifteen (15) Business Days following Administrative Agent’s receipt of Borrowers’ written request together with such proposed modification, change, supplement, alteration or amendment of the Franchise Agreement and XIV any and all other information and documentation relating thereto reasonably required by Administrative Agent to reach a decision; provided, however, that in no event shall Administrative Agent be deemed to have approved (Insurance1) a surrender, termination or cancellation of the Franchise Agreement, and Manager shall not commit (2) any act modification, change, supplement, alteration or omit to take any action that would cause a default by the Franchisee under amendment of the Franchise Agreement. In Agreement that affects any of the event of any inconsistency between the provisions of this Agreement and the provisions material business terms of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner (3) any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention change under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action could result in a Material Property Event, or compliance on the part of Manager. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Franchisee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the (4) a Replacement Franchise Agreement. In Upon a Borrower’s request, Administrative Agent shall deliver to such Borrower a reasonably detailed description of the event the Franchise Agreement is terminated reasons for any reason, disapprovals under this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwiseSection 7.20.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During Promptly following the Term execution of this Agreement, subject Purchaser shall contact Franchisor to obtain approval by Franchisor ("Franchisor Approval") to a transfer of the Franchise Agreement or issuance by Franchisor of a new franchise agreement or license agreement to Purchaser (the "New Franchise Agreement"). Purchaser acknowledges and agrees that: (a) Purchaser shall be responsible for the payment of: (i) all fees and costs related to the availability of adequate funds, Manager shall perform all assumption of the obligations Franchise Agreement or issuance of Owner a New Franchise Agreement (including without limitation any termination fee or assignment fee that is payable to Franchisor pursuant to the existing Franchise Agreement - whether Seller is required to transfer the Franchise Agreement to Purchaser or if Purchaser is not approved as “Franchisee” a franchisee or issued a New Franchise Agreement by Franchisor); (ii) all amounts due to Franchisor in connection with the operation of the Hotel under the Franchise Agreement or New Franchise Agreement accruing or arising from and after Closing, including, for example, all royalties due and payable from and after Closing; and (iii) all costs in connection with any property improvement plans with Franchisor. (b) Purchaser shall provide to Seller, at or prior to Closing, written confirmation from Franchisor that Seller and Seller's guarantor(s) (if any) under the Franchise Agreement have been released from all liability under the Franchise Agreement accruing subsequent to Closing, such documentation reflecting the same shall be subject to Seller's reasonable approval. (c) Purchaser's obligations in connection with any property improvement plan with Franchisor under the Franchise Agreement or any New Franchise Agreement during the first twelve months following closing (the "Year One PIP Obligations") shall not exceed $150,000.00. Accordingly, notwithstanding anything to the contrary herein, to the extent the Year One PIP Obligations (as mutually agreed to by Seller and Purchaser during the Due Diligence Period) shall exceed $150,000.00, such obligations relate excess amount, up to $100,000.00 shall be credited to Purchaser against the management or operation of Purchase Price at Closing. Additionally, if the HotelYear One PIP Obligations (as mutually agreed to by Seller and Purchaser during the Due Diligence Period) shall exceed $250,000.00, including, without limitation, Seller shall have the obligations of “Franchisee” under Sections XIII (Accounts and Receipts) and XIV (Insurance) of the Franchise right to terminate this Agreement, and Manager upon such termination, Purchaser shall not commit any act or omit to take any action that would cause receive a default by return of the Franchisee under Deposit and, except as provided below and except for those obligations which expressly survive the Franchise Agreement. In the event of any inconsistency between the provisions termination of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement no party shall prevail. Manager shall send promptly have any further liability to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Managerother party hereunder. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Franchisee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In in the event the Franchise Agreement is terminated for any reason, Seller terminates this Agreement pursuant to this Section 2.4(c), Seller shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform reimburse Purchaser for all of Purchaser's reasonable and documented out-of-pocket costs in connection with the obligations of Owner as “Licensee” under the Franchise Agreement transactions contemplated hereby, not to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreementexceed $75,000.00. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In in the event the Franchise Agreement is terminated for Year One PIP Obligations (as mutually agreed to by Seller and Purchaser during the Due Diligence Period) exceed $250,000.00, Purchaser may elect to proceed to Closing (and any reasontermination right of Seller pursuant to this Section 2.4(c), this Agreement whether or not exercised by Seller, shall also terminate effective as be voided) by agreeing to pay the entire Year One PIP Obligations, subject to the application of a credit to Purchaser against the date Purchase Price at Closing of termination of the Franchise Agreement, unless the parties hereto agree otherwise$100,000.00.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During (a) On or before the Term Commencement Date, Tenant shall deliver to Landlord a copy of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Franchisee” under the Franchise Agreement to and Tenant shall be the extent such obligations relate to the management or operation holder and owner of the HotelFranchise to permit the Hotel to be operated as a “Hilton Garden Inn”. (b) Landlord acknowledges and agrees that Franchisor, including, without limitation, the obligations of “Franchisee” under Sections XIII (Accounts and Receipts) and XIV (Insurance) as a condition to its execution of the Franchise Agreement, has required that the Hotel undergo certain modifications or renovations (the “Required Improvements”). Landlord shall cause such Required Improvements to be completed at Landlord’s expense and Manager shall not commit any act or omit to take any action that would cause a default in accordance with the terms set forth by the Franchisee Franchisor. Landlord acknowledges that Tenant would be unwilling to enter into this Lease without Landlord’s commitment to complete the Required Improvements and, as such, Landlord will receive material benefit from completing the Required Improvements. (c) Landlord shall indemnify, defend (with legal counsel reasonably approved by Tenant), and hold Tenant harmless from all causes of action, claims, debts, liabilities, controversies, damages, costs, losses, and expenses (including reasonable attorneys’ fees) suffered or incurred by Tenant, including lost profits, by reason of Landlord’s failure to complete the Required Improvements as required by Franchisor, except to the extent that such damage or loss is attributable to the gross negligence, willful misconduct or fraud of Tenant. (d) Except as set forth in Section 4.13(b), Tenant shall be responsible for the performance of all obligations imposed on the franchisee under the Franchise Agreement. In Neither Landlord nor Tenant shall take any actions that violate the event terms of the Franchise Agreement. To the extent any inconsistency between of the provisions of the Franchise Agreement impose a greater obligation on Tenant than the corresponding provisions of this Agreement Lease, then Tenant shall be obligated to comply with, and to take all reasonable actions necessary to prevent breaches or defaults under, the provisions of the Franchise Agreement, . It is the intent of the parties hereto that Tenant shall comply in every material respect with the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner avoid any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Franchisee default under the Franchise Agreement or to make any decision or agreement on behalf during the term of Owner under the Franchise Agreementthis Lease. In the event that it becomes necessary to obtain an extension to the Franchise Agreement is terminated or a new franchise for the Leased Property, Landlord shall cooperate with Tenant to the extent necessary in connection therewith. (e) Tenant shall indemnify, defend (with legal counsel reasonably approved by Landlord), and hold Landlord harmless from all causes of action, claims, debts, liabilities, controversies, damages, costs, losses, and expenses (including reasonable attorneys’ fees) suffered or incurred by Landlord, including lost profits, by reason of Tenant’s failure (or the failure of any reason, this Agreement shall also terminate effective as Person occupying all or any portion of the date of termination Leased Property under or through Tenant) to comply with the terms of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject except to the availability extent that such damage or loss is attributable to the gross negligence, willful misconduct or fraud of adequate funds, Manager shall perform Landlord. (f) Tenant hereby covenants and agrees to promptly enforce the performance and observance of all of the obligations of Owner as “Licensee” material covenants and agreements required to be performed and/or observed by Franchisor under the Franchise Agreement and all of its rights and remedies under the Franchise Agreement against the Franchisor. (g) Tenant hereby covenants and agrees not to do any of the following without the prior written consent of Landlord and the holder of any Mortgage: (i) surrender, terminate or cancel the Franchise Agreement, (ii) reduce or consent to the extent such obligations relate to the management or operation reduction of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 term of the Franchise Agreement, and Manager shall not commit (iii) increase or consent to the increase of the amount of any act or omit to take any action that would cause a default by the Licensee charges under the Franchise Agreement. In the event , or (iv) otherwise modify, change, supplement, alter or amend in any material adverse respect any of any inconsistency between the provisions of the Franchise Agreement or any of Tenant’s rights and remedies under the Franchise Agreement. (h) Tenant shall deliver to Landlord, within three (3) days after receipt of same by Tenant, copies of all written notices sent to Tenant by Franchisor relating to the Franchise Agreement. (i) If the terms of this Agreement and Lease conflict with the provisions terms of the Franchise Agreement, the provisions terms of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwisecontrol.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During (a) Each Franchised Property shall be operated under the Term terms and conditions of the applicable Franchise Agreement. Borrowers shall (i) pay all sums required to be paid by each Operating Lessee under its Franchise Agreement, (ii) diligently perform, observe and enforce all of the terms, covenants and conditions of each Franchise Agreement on the part of each Operating Lessee to be performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of any Borrower and/or each Operating Lessee under any Franchise Agreement, (iii) promptly notify Administrative Agent and the Lenders of the giving of any notice to either Operating Lessee of any default by such Operating Lessee in the performance or observance of any of the terms, covenants or conditions of any Franchise Agreement on the part of each Operating Lessee to be performed and observed and deliver to Administrative Agent a true copy of each such notice, and (iv) promptly deliver to Administrative Agent a copy of each financial statement, business plan, capital expenditure plan, notice, report and estimate received by it under any Franchise Agreement. Borrowers shall not, without the prior consent of Administrative Agent, surrender any Franchise Agreement or terminate or cancel any Franchise Agreement or modify, change, supplement, alter or amend any Franchise Agreement, in any material respect, either orally or in writing, provided, however, that Borrowers shall be entitled to terminate or cancel any Franchise Agreement that is replaced with a Replacement Franchise Agreement. Borrowers hereby assign to Administrative Agent as further security for the payment of the Obligations and for the performance and observance of the terms, covenants and conditions of this Agreement and the other Loan Documents, all the rights, privileges and prerogatives of Borrowers and Operating Lessees to surrender any Franchise Agreement or to terminate, cancel, modify, change, supplement, alter or amend any Franchise Agreement in any material respect, and any such surrender of any Franchise Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of any Franchise Agreement in any material respect without the prior consent of Administrative Agent shall be void and of no force and effect. (b) If either Operating Lessee shall default in the performance or observance of any material term, covenant or condition of any Franchise Agreement on the part of such Operating Lessee to be performed or observed after expiration of any applicable notice and cure periods provided in the Franchise Agreement, then, without limiting the generality of the other provisions of this Agreement, subject and without waiving or releasing a Borrower from any of its obligations hereunder, Administrative Agent shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of any Franchise Agreement on the part of such Operating Lessee to be performed or observed to be promptly performed or observed on behalf of such Operating Lessee, to the availability end that the rights of adequate fundssuch Operating Lessee in, Manager to and under such Franchise Agreement shall perform be kept unimpaired and free from default in all material respects. Administrative Agent and any Person designated by Administrative Agent by written notice to Borrowers shall have, and are hereby granted, the right to enter upon the Collateral Properties at any time and from time to time for the purpose of taking any such action. If any Franchisor shall deliver to Administrative Agent a copy of any notice of default under any Franchise Agreement, such notice shall constitute full protection to Administrative Agent for any action taken or omitted to be taken by Administrative Agent pursuant to the obligations terms of Owner this Agreement and any other Collateral Document in good faith, in reliance thereon. Borrowers shall, from time to time, use their best efforts to obtain from each Franchisor such certificates of estoppel with respect to compliance by each Operating Lessee with the terms of its Franchise Agreement as “Franchisee” under may be requested by Administrative Agent. Each Operating Lessee shall exercise each individual option, if any, to extend or renew the term of its respective Franchise Agreement to the extent required to continue it in full force and effect until after the Maturity Date, and each Operating Lessee hereby expressly authorizes and appoints Administrative Agent as its attorney-in-fact to exercise any such obligations relate option in the name of and upon behalf of such Operating Lessee, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. Any sums expended by Administrative Agent pursuant to this paragraph shall bear interest at the Default Rate from the date such cost is incurred to the management or operation date of payment to Administrative Agent, shall be deemed to constitute a portion of the HotelObligations, includingshall be secured by the lien of the Mortgages and the other Loan Documents and shall be immediately due and payable upon demand by Administrative Agent therefor. (c) To the extent that Administrative Agent’s consent or approval is required under this Section 7.20, without limitationany such proposed modification, change, supplement, alteration or amendment of the obligations Franchise Agreement submitted to Administrative Agent for approval shall be deemed approved if (i) Borrowers deliver to Administrative Agent a written request for such approval marked in bold lettering with the following language: “ADMINISTRATIVE AGENT’S RESPONSE IS REQUIRED WITHIN FIFTEEN (15) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A REVOLVING CREDIT AGREEMENT AMONG THE UNDERSIGNED, AND ADMINISTRATIVE AGENT AND OTHERS” and the envelope containing the request must be marked “PRIORITY”; and (ii) Administrative Agent shall have failed to notify Borrowers of “Franchisee” under Sections XIII its approval or disapproval within such fifteen (Accounts 15) Business Days following Administrative Agent’s receipt of Borrowers’ written request together with such proposed modification, change, supplement, alteration or amendment of the Franchise Agreement and Receiptsany and all other information and documentation relating thereto reasonably required by Administrative Agent to reach a decision. In no event shall Administrative Agent be deemed to have approved (1) and XIV (Insurance) a surrender, termination or cancellation of the Franchise Agreement, and Manager shall not commit (2) any act or omit to take any action that would cause change having a default by the Franchisee Material Adverse Effect under the Franchise Agreement, or (3) a new franchise agreement with a new franchisor (other than a Replacement Franchise Agreement). In Upon a Borrower’s request, Administrative Agent shall deliver to such Borrower a reasonably detailed description of the reasons for any disapprovals under this Section 7.20. (d) Notwithstanding the foregoing, so long as no Event of Default exists and is continuing and no Material Adverse Effect and no Material Property Event (other than the Material Property Event caused by the subject default or event of any inconsistency between default under the provisions of this Agreement and the provisions of the applicable Franchise Agreement, the provisions of the Franchise Agreement so long as it has not terminated) shall prevail. Manager have occurred, Administrative Agent shall send promptly to Owner not take any and all notices that Manager receives from the Franchisor action under Section 7.20(b) or (c)(ii) with respect to the Hotel any default or event of default under any Franchise Agreement, if: (A) either: (1) Franchisor has not delivered a notice of termination or otherwise sought to terminate the Franchise Agreement and shall keep Owner fully informed with respect Borrower and Franchisor are diligently prosecuting resolution of the substantive issues underlying the default or event of default in good faith and in a commercially reasonable manner; or (2) Franchisor has delivered a notice of termination or otherwise sought to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or terminate the Franchise Agreement that would require action or compliance on the part of Manager. Notwithstanding the foregoingbut such termination is not yet effective, Manager shall not have the right to grant any consent, approval or other right reserved to the Franchisee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise.and:

Franchise Agreement. [FOR MARRIOTT BRANDS:] During So long as Purchaser complies with its obligations set forth in this Section 4.9, it shall be a condition to Purchaser’s obligation to Closing that Franchisor shall have agreed to Purchaser’s or its designee’s assumption of the Term Franchise Agreement and such amendments to the Franchise Agreement substantially in the same form as set forth in the form amendment attached hereto as Exhibit V (the “Form Assignment and Amendment”). Franchisor’s commitment in writing to enter into the Form Assignment and Amendment at Closing subject to Franchisor’s customary conditions for the assumption of a franchise license agreement in connection with the sale of a hotel to a third party that is not an affiliate of the Seller, in accordance with the preceding sentence, shall be referred to herein as the “Franchisor Approval”; provided that, the Franchisor Approval shall also include Franchisor’s confirmation that the Property Improvement Plan dated April 3, 2014 is in final form and that no other scope changes, capital improvements or other material work is required as part of the first phase of such property improvement plan other than any capital improvements or replacements or additions to any fixtures, furniture or equipment required to comply with Franchisor’s fire-life safety standards. Purchaser shall file its application together with all other documents required under the Franchisor’s Franchise Disclosure Document (the “FDD”) for the assumption of the Franchise Agreement no later than January 6, 2015. Purchaser shall use commercially reasonable efforts to pursue and negotiate in good faith the final Form Assignment and Amendment and Purchaser shall undertake all such acts as may be reasonably necessary (including, but not limited to, the payment of any fees to Franchisor) to satisfy the closing condition set forth in Section 9.1(e) in accordance with the terms of this Agreement, subject Section 4.9 on or prior to the availability of adequate fundsClosing Date. At Closing, Manager Purchaser shall perform assume all of the obligations of Owner as “Franchisee” Seller under the Franchise Agreement; provided, however Seller shall remain solely responsible for the payment of any fees or expenses payable under the Franchise Agreement that accrued prior to the extent Cut Off Time (other than any obligation to pay any liquidated damages or any termination fees resulting from the Purchaser’s failure to assume the Franchise Agreement in accordance with this Agreement). If the Franchisor Approval has not been granted by the expiration of the Inspection Period, Purchaser may elect to extend the Inspection Period for up to an additional ten (10) Business Days, for the sole purpose allowing Purchaser to obtain Franchisor Approval and for no other reason whatsoever, by delivering written notice to Seller of such obligations relate election (the “Extension Notice”) prior to the management or operation expiration of the HotelInspection Period. If Purchaser does not timely give an Extension Notice as aforesaid, includingPurchaser shall be deemed to have fully and knowingly waived such right of extension. If Purchaser timely exercises the extension of the Inspection Period set forth herein, without limitationthen unless Purchaser shall deliver a written notice to Seller certifying that despite Purchaser’s commercially reasonable efforts to obtain the Franchisor Approval and in connection therewith that Purchaser is electing to terminate this Agreement pursuant to Section 4.4 prior to the expiration of the Inspection Period as so extended (the “Franchise Termination Notice”), then Purchaser shall be deemed to have fully and knowingly waived any right to terminate this Agreement pursuant to Section 4.4 or this Section 4.9 and thereafter the Deposit shall be non- refundable to Purchaser except as otherwise expressly provided in this Agreement. Upon receipt by Seller and the Escrow Company of such Franchise Termination Notice, (a) this Agreement shall automatically terminate, (b) the parties shall have no further obligations of “Franchisee” under Sections XIII to or recourse against each other (Accounts and Receiptsexcept for the Surviving Obligations) and XIV (Insurancec) the Escrow Company shall within one (1) Business Day of its confirmation of Seller’s receipt of the Franchise AgreementTermination Notice return to Purchaser the Deposit. Purchaser expressly acknowledges that (i) Seller has entered into this Agreement on the basis that no termination costs, fees or expenses or liquidated damages shall be payable by Seller as a result of the sale of the Property to Purchaser or as a result of Purchaser or its designee (at Purchaser’s sole cost and expense) assuming the Franchise, and Manager shall not commit any act or omit to take any action that would cause (ii) Seller must receive a default by the Franchisee under the Franchise Agreement. In the event written release from Franchisor, on Franchisor’s current standard form, of any inconsistency between the provisions obligations of this Agreement and the provisions Seller or any of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Franchisee its Affiliates under the Franchise Agreement arising from and after Closing (including pursuant to any guaranties from Seller or any of its Affiliates pursuant to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for but expressly excluding any reasonamounts due and owing prior to the Closing Date other than any liquidated damages). If Closing occurs and Purchaser or its designee has not so assumed the Franchise Agreement with Franchisor as set forth above (and Seller has not obtained a release of Seller and its Affiliates as set forth above), this in each case, such that no termination fees, liquidated damages or similar fees and penalties are payable by Seller or any of its Affiliates (including Seller or any entity owning a beneficial interest in Seller in its capacity as a guarantor or otherwise) as a result of the sale of the Property to Purchaser, then Purchaser shall be responsible for, and shall save, protect, defend, indemnify and hold Seller (and any Affiliate of Seller) harmless from any such termination fees, liquidated damages or similar costs, fees and penalties in connection with the Franchise Agreement shall also terminate effective as of the date Closing and any other Liabilities of termination Seller had the release of the Franchise Agreement, unless the parties hereto agree otherwiseSeller and its Affiliates as set forth above been obtained. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Licensee under the Franchise Agreement. In the event of any inconsistency between the The provisions of this Agreement and Section 4.9 shall survive the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwiseClosing.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During Borrower will cause the Term of this Agreement, subject hotel located on the Property to be operated pursuant to the availability of adequate funds, Manager shall Franchise Agreement. Borrower will (i) promptly perform and/or observe all of the obligations of Owner as “Franchisee” covenants and agreements required to be performed and observed by it under the Franchise Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder, (ii) promptly notify Lender of any default under the Franchise Agreement of which it is aware, (iii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by it under the Franchise Agreement, and (iv) promptly enforce the performance and observance of all of the covenants and agreements required to be performed and/or observed by the Franchisor under the Franchise Agreement. If Borrower will enter into any new or amended Franchise Agreement, Lender will receive within 30 days following the execution of such Franchise Agreement a Subordination Agreement from the Franchisor which is in form and substance reasonably acceptable to Lender and, without limiting the foregoing, pursuant to which Franchisor will agree (i) that Lender will have the right, but not the obligation, to cure any defaults under the Franchise Agreement, (ii) to give Lender written notice of, and a reasonable time to cure, any default of Borrower under the Franchise Agreement, (iii) not to assert against Lender any defaults which by their nature are personal to Borrower and not curable by Lender, (iv) to allow Lender, at Lender’s option, to either terminate the Franchisor upon the occurrence of an Event of Default or to require Franchisor to attorn to enter into a new Franchise Agreement with Lender on substantially the same terms as the existing Franchise Agreement, (v) that, if Lender or its Affiliate will ​ LOAN AGREEMENT, PAGE 27 ​ ​ acquire title to the extent such obligations relate Property, Lender or its Affiliate will have an option to succeed to the management interest of Borrower under the Franchise Agreement without payment of any fees to Franchisor, (vi) that the Franchise Agreement will remain in effect during any foreclosure proceedings by Lender provided Lender cures all monetary defaults under the Franchise Agreement, (vii) not to modify, cancel, surrender or operation otherwise terminate the Franchise Agreement during the Term without the consent of Lender, and (viii) that if Lender or its Affiliate succeeds to Borrower’s interest under the Franchise Agreement, Lender may assign its rights therein to any entity which acquires the Property from Lender or its Affiliate (subject to Franchisor’s reasonable approval). Borrower will not, without Lender’s prior written consent (i) surrender, terminate or cancel the Franchise Agreement, (ii) reduce or consent to the reduction of the Hotel, including, without limitation, the obligations of “Franchisee” under Sections XIII (Accounts and Receipts) and XIV (Insurance) term of the Franchise Agreement, and Manager shall not commit (iii) increase or consent to the increase of the amount of any act or omit to take any action that would cause a default by the Franchisee charges under the Franchise Agreement. In the event , or (iv) otherwise modify, change, supplement, alter or amend, or waive or release any of any inconsistency between the provisions of this Agreement its rights and the provisions of the Franchise Agreementremedies under, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. LikewiseWithout in any way limiting the covenants set forth in the Loan Documents, Owner shall send promptly Borrower will: (i) cause the hotel located on the Property to Manager any be operated, repaired and all notices that Owner receives maintained as a well-maintained hotel, providing amenities, services and facilities substantially equivalent to hotels of similar average room rate and targeted market segment from time to time operating in the Franchisor with respect same or comparable geographic area of the Property, taking into consideration the age and location of the hotel located on the Property and (ii) maintain Inventory in amounts sufficient to meet the hotel industry standard for hotels comparable to the Hotel or the Franchise Agreement that would require action or compliance hotel located on the part of Manager. Notwithstanding Property and at levels sufficient for the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Franchisee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, hotel located on the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwiseProperty at full occupancy levels.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During (a) With respect to the Term of this Franchise Agreement, subject each of Borrower and Operating Lessee hereby represents and warrants to Lender that: (i) the availability Franchise Agreement is accurately described on Schedule VII attached hereto; (ii) Operating Lessee has not received or delivered any notice of adequate funds, Manager shall perform all of the obligations of Owner as “Franchisee” default under the Franchise Agreement to which has not been cured within applicable notice and/or cure periods; (iii) no material default by Operating Lessee or Franchisor currently exists under the extent such obligations relate to the management Franchise Agreement, nor is Operating Lessee aware of any event or operation of the Hotel, including, without limitation, the obligations of “Franchisee” under Sections XIII (Accounts and Receipts) and XIV (Insurance) condition which if not cured within applicable notice and/or cure periods would result in Operating Lessee or Franchisor being in default of the Franchise Agreement; (iv) the Franchise Agreement and all amendments thereto delivered to Lender and any comfort letter entered into in connection with the Loan set forth the entire agreement between Franchisor and Operating Lessee and/or Borrower concerning the Property, or any portion thereof, and Manager shall not commit there are no other agreements, written or oral, to which Franchisor and Operating Lessee and/or Borrower are parties concerning the Property, or any act portion thereof; (v) except as set forth on Schedule XI attached hereto, Operating Lessee has performed all capital or omit other property improvements currently required to take any action that would cause a default be performed to date by the Franchisee franchisee under the Franchise Agreement. In the event ; (vi) except as set forth on Schedule XI attached hereto, Operating Lessee has not received notice from Franchisor or any of its subsidiaries or affiliates of any inconsistency between capital or other property improvements that are or will be required to be performed in the provisions of this Agreement and future by the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention franchisee under the Franchise Agreement. Likewise; and (vii) except as set forth on Schedule XI attached hereto, Owner shall send promptly to Manager Operating Lessee has no knowledge of any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval capital or other right reserved property improvements which Franchisor is contemplating or considering requiring to be performed by the Franchisee franchisee under the Franchise Agreement or in the future. (b) Currently, no Individual Property is subject to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement Therefore, there is terminated for currently no PIP or other similar requirement imposed under any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement Borrower hereby represents and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices warrants that Manager receives from the Franchisor Borrower has no monetary obligations with respect to the Hotel or the any PIP required pursuant to any Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under for the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwiseyear 2017.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During Seller has entered into a ______________ (the Term “Existing Franchise Agreement”) with Marriott International (the “Franchisor”) governing the use of the Hotels as Residence Inns (the “Brand”). At the Closing, Buyer and the Franchisor shall enter into a new franchise agreement, effective as of the Closing Date, replacing the Existing Franchise Agreement and containing terms and conditions acceptable to Buyer. Buyer shall be responsible for the payment and completion of any Franchisor mandated product improvement plan. If Buyer pays the cost for the product improvement plan report (the “PIP Fee”), then, in the event this AgreementContract is terminated and Closing does not occur (other than by reason of Buyer’s default), subject Seller shall reimburse Buyer for the PIP Fee. Seller and the Franchisor shall terminate the Existing Franchise Agreements, as of the Closing Date, and Buyer shall be solely responsible for all claims and liabilities arising thereunder. Seller and Buyer shall use all commercially reasonable efforts to obtain a release of Seller and any other guarantors as described in Section 5.2(d) above. Buyer agrees to apply for and use reasonable efforts, and Seller shall cooperate with Buyer, to obtain the new franchise agreements, together with the assignment to Buyer of all waivers of any brand standard necessary or appropriate for the operation of the Hotels under the Brand. It shall be a condition to Closing for Buyer and Seller that the Franchisor provide the foregoing consent; provided, however, that Buyer shall not be entitled, as a condition to Closing, to require amendments to the availability of adequate funds, Manager shall perform all Existing Franchise Agreements (or to require a new franchise agreement (the “New Franchise Agreements”)) that contains economic terms more favorable to the owner or franchisee than the economic terms of the obligations Existing Franchise Agreements or that differ in any other material respect from the form of Owner franchise agreement which Buyer and Franchisor have negotiated previously as “Franchisee” under the Franchise Agreement their standard form of franchise agreement (to the extent such obligations relate standard forms are applicable under the circumstances). Buyer shall be responsible for all costs related to the management or operation of the Hotel, including, without limitation, the obligations of “Franchisee” under Sections XIII (Accounts and Receipts) and XIV (Insurance) of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Franchisee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Franchisee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Existing Franchise AgreementAgreements and the execution of new franchise agreements, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitationincluding but not limited to, the obligations payment of “Licensee” under Paragraphs 6license, 7 application, transfer and 8 of similar fees thereunder. Seller shall use best efforts to promptly provide all information required by the Franchise AgreementFranchisor in connection with each such new franchise agreement, and Manager Seller and Buyer shall not commit any act or omit to take any action that would cause a default by diligently pursue obtaining each the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwisesame.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During (a) The Improvements on the Term Properties shall be operated under the terms and conditions of the Franchise Agreements, if applicable. Borrower shall (i) pay all sums required to be paid by Operating Lessee under the Franchise Agreement, (ii) diligently perform, observe and enforce all of the terms, covenants and conditions of the Franchise Agreement on the part of Operating Lessee to be performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower and/or Operating Lessee under the Franchise Agreement, (iii) promptly notify Lender of the giving of any notice to Operating Lessee of any default by Operating Lessee in the performance or observance of any of the terms, covenants or conditions of the Franchise Agreement on the part of Operating Lessee to be performed and observed and deliver to Lender a true copy of each such notice, and (iv) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice, report and estimate received by it under the Franchise Agreement. Borrower shall not, without the prior consent of Lender, surrender the Franchise Agreement or terminate or cancel the Franchise Agreement or modify, change, supplement, alter or amend the Franchise Agreement, in any material respect, either orally or in writing, and Borrower hereby assigns to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, subject all the rights, privileges and prerogatives of Borrower and Operating Lessee to surrender the Franchise Agreement or to terminate, cancel, modify, change, supplement, alter or amend the Franchise Agreement in any material respect, and any such surrender of the Franchise Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of the Franchise Agreement in any material respect without the prior consent of Lender shall be void and of no force and effect. (b) If Operating Lessee shall default in the performance or observance of any material term, covenant or condition of the Franchise Agreement on the part of Operating Lessee to be performed or observed after expiration of any applicable notice and cure periods provided in the Franchise Agreement, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Franchise Agreement on the part of Operating Lessee to be performed or observed to be promptly performed or observed on behalf of Operating Lessee, to the availability end that the rights of adequate fundsOperating Lessee in, Manager to and under the Franchise Agreement shall perform be kept unimpaired and free from default in all material respects. Lender and any Person designated by Lender by written notice to Borrower shall have, and are hereby granted, the right to enter upon the Properties at any time and from time to time for the purpose of taking any such action. If Franchisor shall deliver to Lender a copy of any notice of default under the Franchise Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall, from time to time, use its best efforts to obtain from Franchisor such certificates of estoppel with respect to compliance by Operating Lessee with the terms of the obligations Franchise Agreement as may be requested by Lender. Operating Lessee shall exercise each individual option, if any, to extend or renew the term of Owner as “Franchisee” under the Franchise Agreement to the extent required to continue it in full force and effect until after the Maturity Date, and Operating Lessee hereby expressly authorizes and appoints Lender as its attorney-in-fact to exercise any such obligations relate option in the name of and upon behalf of Operating Lessee, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. Any sums expended by Lender pursuant to this paragraph shall bear interest at the Default Rate from the date such cost is incurred to the management or operation date of payment to Lender, shall be deemed to constitute a portion of the HotelDebt, includingshall be secured by the lien of the Security Instruments and the other Loan Documents and shall be immediately due and payable upon demand by Lender therefor. (c) Notwithstanding the foregoing, without limitationany such proposed modification, change, supplement, alteration or amendment of the obligations Franchise Agreement submitted to Lender for approval shall be deemed approved if (i) Borrower delivers to Lender a written request for such approval marked in bold lettering with the following language: “LENDER’S RESPONSE IS REQUIRED WITHIN FIFTEEN (15) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND LENDER. FAILURE TO RESPOND SHALL BE DEEMED AN APPROVAL.” and the envelope containing the request is marked “PRIORITY”; and (ii) Lender shall have failed to notify Borrower of “Franchisee” under Sections XIII its approval or disapproval within such fifteen (Accounts and Receipts15) and XIV (Insurance) Business Days following Lender’s receipt of Borrower’s written request together with such proposed modification, change, supplement, alteration or amendment of the Franchise Agreement, and Manager shall not commit any act or omit and all other information and documentation relating thereto reasonably required by Lender to take any action that would cause reach a default by the Franchisee under the Franchise Agreementdecision. In the no event of any inconsistency between the provisions of this Agreement and the provisions shall Lender be deemed to have approved (1) a surrender, termination or cancellation of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner (2) any and all notices that Manager receives from the Franchisor with respect to the Hotel change having a material adverse effect on Borrower’s costs or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention obligations under the Franchise Agreement, or (3) a new franchise agreement with a new franchisor. LikewiseUpon Borrower’s request, Owner Lender shall send promptly deliver to Manager any and all notices that Owner receives from Borrower a reasonably detailed description of the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Franchisee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated reasons for any reason, disapprovals under this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwiseSection 5.1.21.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During It shall be a condition to Purchaser’s obligation to Closing that Franchisor shall have agreed that Purchaser or its designee may assume the Term of this Franchise Agreement on the same material economic terms and conditions set forth in the Franchise Agreement, subject to which terms and conditions shall include the availability same franchise fees, termination rights and area of adequate funds, Manager protection set forth in the Franchise Agreement (the “Material Franchise Terms”) or that Franchisor shall perform all have entered into a new hotel franchise agreement with Purchaser or its designee on the form included in Franchisor’s current Uniform Franchise Offering Circular (“UFOC”) containing the Material Franchise Terms. Purchaser expressly acknowledges that Seller has entered into this Agreement on the basis that no termination fees or liquidated damages shall be payable by Seller as a result of the sale of the Property to Purchaser as a result of Purchaser or its designee (at Purchaser’s sole cost and expense) either (i) so assuming the Franchise Agreement and obtaining any required consent of Franchisor in connection therewith or (ii) so entering into a new hotel franchise agreement with Franchisor for the Hotel and, in either instance, Seller receiving a written release from Franchisor of any obligations of Owner as “Franchisee” under the Franchise Agreement arising after Closing (including pursuant to the extent such obligations relate any guaranties from Seller or any of its Affiliates pursuant to the management or operation of the Hotel, including, without limitation, the obligations of “Franchisee” under Sections XIII (Accounts and Receipts) and XIV (Insurance) of the Franchise Agreement). If Closing occurs and Purchaser or its designee has not so assumed the Franchise Agreement and Seller shall not have obtained a release of Seller as set forth above or so entered into a new hotel franchise agreement with Franchisor set forth above, in each case such that no termination fees, liquidated damages or similar fees and penalties are payable by Seller or any of its Affiliates (including Seller or any entity owning a beneficial interest in Seller in its capacity as a guarantor or otherwise) as a result of the sale of the Property to Purchaser, then Purchaser shall be responsible for, and Manager shall save, protect, defend, indemnify and hold Seller (and any Affiliate of Seller) harmless from any such termination fees, liquidated damages or similar fees and penalties (and any other Liabilities that Seller would not commit any act or omit to take any action that would cause a default by the Franchisee under bear if the Franchise Agreement. In Agreement was not terminated pursuant to the event of any inconsistency between the provisions of this Agreement and the provisions sale of the Franchise Agreement, Property to Purchaser) in connection with the provisions termination of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Franchisee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwiseClosing. [FOR HILTON BRANDS:] During the Term of this Agreement, subject Purchaser and Seller shall cooperate with one another and each use its reasonable best efforts to obtain either (x) Franchisor’s written consent to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions assumption of the Franchise Agreement shall prevail. Manager shall send promptly as set forth above as of Closing or (ii) Franchisor’s written commitment to Owner any and all notices that Manager receives from the enter into a new franchise agreement with Franchisor with respect as set forth above, in each case prior to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as expiration of the date Inspection Period, and to provide a copy of such consent or commitment for deposit with Escrow Company (with a conforming copy provided to Seller). The provisions of this Section 4.09 shall survive the Closing or any termination of the Franchise this Agreement, unless the parties hereto agree otherwise.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During Seller has entered into the Term Franchise Agreement governing the use of this Agreementthe Brand for the Hotel. At the Closing, Seller shall assign its interest in the Franchise Agreement to Buyer, and Buyer’s shall assume Seller’s obligations thereunder arising or required to be performed on and after the Closing Date, subject to the availability consent of adequate funds, Manager shall perform all Franchisor to such assignment and assumption and the release of the obligations of Owner as “Franchisee” Seller by Franchisor for liabilities under the Franchise Agreement accruing after the Closing and subject to any amendments as may be required to accommodate Buyer’s and/or Buyer’s Affiliates’ REIT structure. It shall not be a condition to Seller’s obligation to close that Franchisor release Seller in whole or in part from its obligations under the Franchise Agreement, it being understood that neither Seller nor Buyer can guarantee that Franchisor will agree to any type of release. Buyer agrees to apply for and use reasonable efforts, and Seller shall cooperate with Buyer, to obtain the Franchisor’s written consent to the extent such obligations relate assignment to the management or operation of the Hotel, including, without limitation, the obligations of “Franchisee” under Sections XIII (Accounts and Receipts) and XIV (Insurance) Buyer of the Franchise Agreement, and Manager shall not commit together with the assignment to Buyer of all waivers of any act brand standard necessary or omit to take any action that would cause a default by appropriate for the Franchisee operation of the Hotel under the Franchise AgreementBrand. In It shall be a condition to Closing for Buyer and Seller that the event of any inconsistency between Franchisor provide the provisions of this Agreement foregoing consent. Buyer shall be responsible for paying all fees related to the assignment and the provisions amendment of the Franchise Agreement, including but not limited to, the provisions payment of the Franchise Agreement license, application, transfer and similar fees thereunder, provided that Seller shall prevail. Manager shall send promptly to Owner any pay all costs and fees of its attorneys and consultants and all notices that Manager receives from costs associated with any releases or other provisions requested by or for the benefit of Seller, in each case, incurred in connection with such assignment. Seller shall use reasonable commercial efforts to promptly provide all information required by the Franchisor in connection with respect to the Hotel or the Franchise Agreement each such assignment and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Franchisee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreementamendment, and Manager Seller and Buyer shall not commit any act or omit to take any action that would cause a default by diligently pursue obtaining each the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwisesame.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During the Term of (a) Except as provided in this Agreement, subject the Properties shall at all times be operated in accordance with the terms and conditions of the Franchise Agreements. Borrower shall, or shall cause Operating Lessee to cause Manager to, (i) pay all sums required to be paid by Borrower, Operating Lessee and/or Manager under the availability of adequate fundsFranchise Agreements, Manager shall perform (ii) diligently perform, observe and enforce all of the obligations terms, covenants and conditions of Owner as “Franchisee” the Franchise Agreements, (iii) promptly deliver to Lender a copy of any written notice to Borrower or Operating Lessee of any default by Borrower, Operating Lessee and/or Manager under the Franchise Agreement Agreements and notify Lender of any material default under the Franchise Agreements of which it is aware, (iv) promptly deliver to Lender a copy of any written notice to Franchisor of any default by Franchisor under the Franchise Agreements, (v) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of non-performance, report and estimate (a) received by Borrower or Operating Lessee under the Franchise Agreements and (b) required to be delivered by Borrower, Operating Lessee and/or Manager to Franchisor under the Franchise Agreements, (vi) complete all work required under any PIP on or prior to the Outside Date, (vii) not modify or amend the Franchise Agreements to the extent such obligations relate modification or amendment could reasonably be expected to the management have a Material Adverse Effect, and (viii) except as provided in clause (b) below not terminate, cancel, or operation of the Hotel, including, without limitation, the obligations of “Franchisee” under Sections XIII (Accounts and Receipts) and XIV (Insurance) of replace the Franchise AgreementAgreements, nor replace the Franchisor, nor waive or release any of its rights and Manager shall not commit any act or omit to take any action that would cause a default by the Franchisee remedies under the Franchise AgreementAgreements in any material respect, without Lender’s prior written consent. Each request by Borrower for approval and consent by Lender pursuant to this Section 5.25 shall be in writing and contain a legend in capitalized bold letters on the top of the cover page stating: “LENDER’S RESPONSE IS REQUESTED WITHIN TEN (10) BUSINESS DAYS. LENDER’S FAILURE TO RESPOND WITHIN SUCH TIME PERIOD SHALL RESULT IN LENDER’S CONSENT BEING DEEMED TO HAVE BEEN GRANTED” and Borrower shall include the following documentation with such request all materials reasonably necessary in order for Lender to evaluate such matter. In the event that Lender fails to grant or withhold its approval and consent to such matter within such ten (10) Business Day period (and, in the case of a withholding of consent, stating the grounds therefor in reasonable detail), then, so long as no Event of Default is continuing, Lender’s approval and consent shall be deemed to have been granted. There shall be no administrative or approval fee in connection with this Section 5.25(a), but Borrower shall pay any inconsistency between the provisions of this Agreement out-of-pocket costs and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. expenses incurred by Lender. (b) Notwithstanding the foregoing, Manager provided no Event of Default is continuing, Borrower and/or Operating Lessee shall not have the right, and the right to grant permit Franchisor, without the prior written approval of Lender (but upon prior written notice to Lender), to (i) Borrower shall have failed (or shall have failed to cause Operating Lessee in the case of clause (2) hereof) to deliver to Lender either (1) a PIP Guaranty relating to any consent, approval or other right reserved to New PIP contemplated by the Franchisee under the Replacement Franchise Agreement or the Replacement Management Agreement with a Brand Manager or (2) cash to make any decision or agreement on behalf of Owner under be deposited into the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject PIP Reserve Account in an amount equal to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default PIP Required Deposit contemplated by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Replacement Franchise Agreement or the Replacement Management Agreement with a Brand Manager, which cash shall be held and distributed in accordance with the terms of Section 9.9 hereof and (ii) Borrower fails to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the deliver evidence reasonably acceptable to Lender that a Replacement Franchise Agreement or a Replacement Management Agreement with a Brand Manager is terminated for any reasonin full force and effect at the applicable Individual Property. (c) WITH RESPECT TO THE SHERATON ANCHORAGE PROPERTY, this Agreement shall also terminate effective as of the date of termination of the Franchise AgreementTHE APPLICABLE BORROWER IS A PARTY TO A LICENSE AGREEMENT WITH THE SHERATON CORPORATON THAT ENABLES IT TO OPERATE A HOTEL USING THE SERVICE XXXX “SHERATON®.” NEITHER THE SHERATON CORPORATION NOR ITS AFFILIATES OWN SUCH HOTEL OR ARE A PARTY TO THIS FINANCING AND HAVE NOT PROVIDED OR REVIEWED, unless the parties hereto agree otherwiseAND ARE NOT RESPONSIBLE FOR, ANY DISCLOSURES OR OTHER INFORMATION SET FORTH HEREIN.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During In addition, the Term of this AgreementBorrowers shall not, subject without Lender's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed: (x) increase or consent to the availability of adequate funds, Manager shall perform all increase of the obligations aggregate amount of Owner as “Franchisee” any fees under the any Franchise Agreement Agreement; or (y) otherwise materially modify, change, supplement, alter or amend, or waive or release any of its material rights and remedies under, any Franchise Agreement. Lender's consent to the extent such obligations relate to the management or operation any replacement of the Hotel, including, without limitation, the obligations of “Franchisee” under Sections XIII (Accounts and Receipts) and XIV (Insurance) of the any Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Franchisee under the Franchise Agreement. In the event termination, renewal, extension or modification of any inconsistency between the provisions of this Agreement and the provisions of the an existing Franchise Agreement, shall be deemed given, if the provisions first correspondence from the Borrowers to Lender requesting such consent is in an envelope marked "PRIORITY" and contains a bold-faced, conspicuous legend at the top of the Franchise Agreement shall prevail. Manager shall send promptly first page thereof stating that "IF YOU FAIL TO RESPOND TO OR TO EXPRESSLY DENY THIS REQUEST FOR APPROVAL IN WRITING WITHIN FIFTEEN (15) DAYS, YOUR APPROVAL MAY BE DEEMED GIVEN," and is accompanied by the information and documents required above and any other information reasonably requested by Lender in writing prior to Owner any and all notices that Manager receives the expiration of such fifteen (15) day period in order to adequately review the same has been delivered and, if Lender fails to respond or to expressly deny such request for approval in writing within the fifteen (15) day period, a second notice is delivered to Lender from the Franchisor with respect Borrowers in an envelope marked "PRIORITY" requesting approval containing a bold-faced, conspicious legend at the top of the first page thereof stating that "IF YOU FAIL TO RESPOND TO OR EXPRESSLY DENY THIS REQUEST FOR APPROVAL IN WRITING WITHIN TEN (10) DAYS, YOUR APPROVAL SHALL BE DEEMED GIVEN" and Lender fails to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Franchisee under the Franchise Agreement respond or to make any decision or agreement on behalf of Owner under expressly deny each request for approval within the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwiseten (10) day period.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During (a) Each Franchised Property shall be operated under the Term terms and conditions of the applicable Franchise Agreement. Borrowers shall (i) pay all sums required to be paid by each Operating Lessee under its Franchise Agreement, (ii) diligently perform, observe and enforce all of the terms, covenants and conditions of each Franchise Agreement on the part of each Operating Lessee to be performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of any Borrower and/or each Operating Lessee under any Franchise Agreement, (iii) promptly notify Administrative Agent and the Lenders of the giving of any notice to either Operating Lessee of any default by such Operating Lessee in the performance or observance of any of the terms, covenants or conditions of any Franchise Agreement on the part of each Operating Lessee to be performed and observed and deliver to Administrative Agent a true copy of each such notice, and (iv) promptly deliver to Administrative Agent a copy of each financial statement, business plan, capital expenditure plan, notice, report and estimate received by it under any Franchise Agreement. Borrowers shall not, without the prior consent of Administrative Agent, surrender any Franchise Agreement or terminate or cancel any Franchise Agreement or modify, change, supplement, alter or amend any Franchise Agreement, in any material respect, either orally or in writing, provided, however, that Borrowers shall be entitled to terminate or cancel any Franchise Agreement that is replaced with a Replacement Franchise Agreement. Borrowers hereby assign to Administrative Agent as further security for the payment of the Obligations and for the performance and observance of the terms, covenants and conditions of this Agreement and the other Loan Documents, all the rights, privileges and prerogatives of Borrowers and Operating Lessees to surrender any Franchise Agreement or to terminate, cancel, modify, change, supplement, alter or amend any Franchise Agreement in any material respect, and any such surrender of any Franchise Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of any Franchise Agreement in any material respect without the prior consent of Administrative Agent shall be void and of no force and effect. (b) If either Operating Lessee shall default in the performance or observance of any material term, covenant or condition of any Franchise Agreement on the part of such Operating Lessee to be performed or observed after expiration of any applicable notice and cure periods provided in the Franchise Agreement, then, without limiting the generality of the other provisions of this Agreement, subject and without waiving or releasing a Borrower from any of its obligations hereunder, Administrative Agent shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of any Franchise Agreement on the part of such Operating Lessee to be performed or observed to be promptly performed or observed on behalf of such Operating Lessee, to the availability end that the rights of adequate fundssuch Operating Lessee in, Manager to and under such Franchise Agreement shall perform be kept unimpaired and free from default in all material respects. Administrative Agent and any Person designated by Administrative Agent by written notice to Borrowers shall have, and are hereby granted, the right to enter upon the Collateral Properties at any time and from time to time for the purpose of taking any such action. If any Franchisor shall deliver to Administrative Agent a copy of any notice of default under any Franchise Agreement, such notice shall constitute full protection to Administrative Agent for any action taken or omitted to be taken by Administrative Agent in good faith, in reliance thereon. Borrowers shall, from time to time, use their best efforts to obtain from each Franchisor such certificates of estoppel with respect to compliance by each Operating Lessee with the obligations terms of Owner its Franchise Agreement as “Franchisee” under may be requested by Administrative Agent. Each Operating Lessee shall exercise each individual option, if any, to extend or renew the term of its respective Franchise Agreement to the extent required to continue it in full force and effect until after the Maturity Date, and each Operating Lessee hereby expressly authorizes and appoints Administrative Agent as its attorney-in-fact to exercise any such obligations relate option in the name of and upon behalf of such Operating Lessee, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. Any sums expended by Administrative Agent pursuant to this paragraph shall bear interest at the Default Rate from the date such cost is incurred to the management or operation date of payment to Administrative Agent, shall be deemed to constitute a portion of the HotelObligations, includingshall be secured by the lien of the Mortgages and the other Loan Documents and shall be immediately due and payable upon demand by Administrative Agent therefor. (c) To the extent that Administrative Agent's consent or approval is required under this Section 7.20, without limitationany such proposed modification, change, supplement, alteration or amendment of the obligations Franchise Agreement submitted to Administrative Agent for approval shall be deemed approved if (i) Borrowers deliver to Administrative Agent a written request for such approval marked in bold lettering with the following language: “ADMINISTRATIVE AGENT'S RESPONSE IS REQUIRED WITHIN FIFTEEN (15) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A TERM LOAN AGREEMENT AMONG THE UNDERSIGNED, AND ADMINISTRATIVE AGENT AND OTHERS” and the envelope containing the request must be marked “PRIORITY”; and (ii) Administrative Agent shall have failed to notify Borrowers of “Franchisee” under Sections XIII its approval or disapproval within such fifteen (Accounts 15) Business Days following Administrative Agent's receipt of Borrowers' written request together with such proposed modification, change, supplement, alteration or amendment of the Franchise Agreement and Receiptsany and all other information and documentation relating thereto reasonably required by Administrative Agent to reach a decision. In no event shall Administrative Agent be deemed to have approved (1) and XIV (Insurance) a surrender, termination or cancellation of the Franchise Agreement, and Manager shall not commit (2) any act or omit to take any action that would cause change having a default by the Franchisee Material Adverse Effect under the Franchise Agreement, or (3) a new franchise agreement with a new franchisor. In the event of any inconsistency between the provisions of this Agreement and the provisions Upon a Borrower's request, Administrative Agent shall deliver to such Borrower a reasonably detailed description of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Franchisee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated reasons for any reason, disapprovals under this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwiseSection 7.20.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During Seller has entered into a (the Term “Existing Franchise Agreement”) with Hilton Hotels (the “Franchisor”) governing the use of the Hotel as a Hilton Garden Inn (the “Brand”). At the Closing, Buyer and the Franchisor shall enter into a new franchise agreement, effective as of the Closing Date, replacing the Existing Franchise Agreement and containing terms and conditions acceptable to Buyer. Buyer shall be responsible for the payment and completion of any Franchisor mandated product improvement plan. If Buyer pays the cost for the product improvement plan report (the “PIP Fee”), then, in the event this Contract is terminated and Closing does not occur (other than by reason of Buyer’s default), Seller shall reimburse Buyer for the PIP Fee. Seller and the Franchisor shall terminate the Existing Franchise Agreement, subject as of the Closing Date, and Buyer shall be solely responsible for all claims and liabilities arising thereunder. Seller and Buyer shall use all commercially reasonable efforts to obtain a release of Seller and any other guarantors as described in Section 5.2(d) above. Buyer agrees to apply for and use reasonable efforts, and Seller shall cooperate with Buyer, to obtain the new franchise agreement, together with the assignment to Buyer of all waivers of any brand standard necessary or appropriate for the operation of the Hotel under the Brand. It shall be a condition to Closing for Buyer and Seller that the Franchisor provide the foregoing consent; provided, however, that Buyer shall not be entitled, as a condition to Closing, to require amendments to the availability of adequate funds, Manager shall perform all Existing Franchise Agreement (or to require a new franchise agreement (the “New Franchise Agreement”)) that contains economic terms more favorable to the owner or franchisee than the economic terms of the obligations of Owner as “Franchisee” under the Existing Franchise Agreement or that differ in any other material respect from the form of franchise agreement which Buyer and Franchisor have negotiated previously as their standard form of franchise agreement (to the extent such obligations relate standard forms are applicable under the circumstances). Buyer shall be responsible for all costs related to the management or operation termination of the Hotel, including, without limitation, the obligations of “Franchisee” under Sections XIII (Accounts and Receipts) and XIV (Insurance) of the Existing Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Franchisee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions execution of the Franchise Agreementa new franchise agreement, including but not limited to, the provisions payment of the Franchise Agreement license, application, transfer and similar fees thereunder. Seller shall prevail. Manager shall send use best efforts to promptly to Owner any and provide all notices that Manager receives from information required by the Franchisor in connection with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Franchisee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent each such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreementnew franchise agreement, and Manager Seller and Buyer shall not commit any act or omit to take any action that would cause a default by diligently pursue obtaining each the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwisesame.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During (a) The Improvements shall be operated under the Term terms and conditions of this the Franchise Agreement. Operating Lessee shall (a) pay all sums required to be paid by Operating Lessee under the Franchise Agreement, subject to the availability of adequate funds(b) diligently perform, Manager shall perform observe and enforce all of the obligations terms, covenants and conditions of Owner as “Franchisee” the Franchise Agreement on the part of Operating Lessee to be performed, observed and enforced, (c) promptly notify Lender of the giving of any notice to Operating Lessee of any default by Operating Lessee in the performance or observance of any of the terms, covenants or conditions of the Franchise Agreement on the part of Operating Lessee to be performed and observed and deliver to Lender a true copy of each such notice, and (d) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice, report and estimate received by it under the Franchise Agreement. (b) Operating Lessee shall not, without the prior written consent of Lender, surrender the Franchise Agreement to or terminate or cancel the extent such obligations relate to Franchise Agreement or modify, change, supplement, alter or amend the management Franchise Agreement, in any respect, either orally or operation in writing. (c) Any surrender of the HotelFranchise Agreement or termination, includingcancellation, without limitationmodification, change, supplement, alteration or amendment of the obligations Franchise Agreement in violation hereof shall be void and of “Franchisee” under Sections XIII no force and effect. (Accounts and Receiptsd) and XIV (Insurance) If Operating Lessee shall default in the performance or observance of any term, covenant or condition of the Franchise Agreement, then, without limiting the generality of the other provisions of this Agreement, and Manager without waiving or releasing Operating Lessee from any of its obligations hereunder, Lender shall not commit have the right, but shall be under no obligation, to pay any sums and to perform any act or omit to take any action that would cause Lender may determine, in its sole discretion, to cure the default. Lender and any Person designated by Lender shall have, and are hereby granted, the right to enter upon the Property at any time and from time to time for the purpose of taking any such action. If Franchisor shall deliver to Lender a copy of any notice sent to Operating Lessee of default by the Franchisee under the Franchise Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. In Operating Lessee shall, from time to time, use commercially reasonable efforts to obtain from Franchisor such certificates of estoppel with respect to compliance by Operating Lessee with the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions terms of the Franchise Agreement as may be requested by Lender. Operating Lessee shall prevail. Manager shall send promptly exercise each individual option, if any, to Owner any and all notices that Manager receives from extend or renew the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Franchisee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions term of the Franchise Agreement upon demand by Lender made at any time within one (1) year of the last day upon which any such option may be exercised, and Operating Lessee hereby expressly authorizes and appoints Lender as its attorney-in-fact to exercise any such option in the name of and upon behalf of Operating Lessee, which power of attorney shall prevailbe irrevocable and shall be deemed to be coupled with an interest. Manager Any sums expended by Lender pursuant to this paragraph shall send promptly to Owner any and all notices that Manager receives bear interest at the Default Rate from the Franchisor with respect date such cost is incurred to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination payment to Lender, shall be deemed to constitute a portion of the Franchise AgreementDebt, unless shall be secured by the parties hereto agree otherwiseLien of the Security Instrument and the other Loan Documents, and shall be immediately due and payable upon demand by Lender therefor.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During (a) Neither Borrower nor Operating Tenant shall enter into any Franchise Agreement without the Term prior written consent of this Lender, which consent may be conditioned upon (i) the receipt by Lender of a comfort letter from the franchisor in form and substance reasonably acceptable to Lender and (ii) after the occurrence of Secondary Market Transaction, the delivery by Borrower of a Rating Comfort Letter. (b) If Lender consents to any such Franchise Agreement and Borrower or Operating Tenant enters into any such Franchise Agreement, subject : (i) Borrower shall (or shall cause Operating Tenant to) (A) cause the hotel located on the Property to be operated pursuant to the availability of adequate funds, Manager shall Franchise Agreement; (B) promptly perform and observe in all material respects all of the obligations of Owner as “Franchisee” covenants required to be performed and observed by it under the Franchise Agreement and do all things reasonably necessary to preserve and to keep unimpaired its material rights thereunder; (C) promptly notify Lender of any material default under the Franchise Agreement of which it is aware; (D) promptly deliver to Lender a copy of each material financial statement, business plan, capital expenditures plan, notice, report and estimate received by it under the Franchise Agreement; and (E) promptly enforce in a commercially reasonable manner the performance and observance of all of the material covenants required to be performed and observed by the franchisor under the Franchise Agreement. (ii) Neither Borrower nor Operating Tenant shall without the consent of Lender (A) surrender, terminate or cancel the Franchise Agreement; (B) reduce or consent to the extent such obligations relate to the management or operation reduction of the Hotel, including, without limitation, the obligations of “Franchisee” under Sections XIII (Accounts and Receipts) and XIV (Insurance) term of the Franchise Agreement, and Manager shall not commit ; (C) increase or consent to the increase of the aggregate amount of any act or omit to take fees under any action that would cause a default by the Franchisee under the Franchise Agreement. In the event ; (D) otherwise modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under, any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Franchisee under the Franchise Agreement or to make (E) suffer or permit the occurrence of continuance a default beyond any decision or agreement on behalf of Owner applicable cure period under the any Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During Seller has entered into a ______________ (the Term “Existing Franchise Agreement”) with Hilton Hotels (the “Franchisor”) governing the use of the Hotel as a Hampton Inn (the “Brand”). At the Closing, Buyer and the Franchisor shall enter into a new franchise agreement, effective as of the Closing Date, replacing the Existing Franchise Agreement and containing terms and conditions acceptable to Buyer. Buyer shall be responsible for the payment and completion of any Franchisor mandated product improvement plan. If Buyer pays the cost for the product improvement plan report (the “PIP Fee”), then, in the event this Contract is terminated and Closing does not occur (other than by reason of Buyer’s default), Seller shall reimburse Buyer for the PIP Fee. Seller and the Franchisor shall terminate the Existing Franchise Agreement, subject as of the Closing Date, and Buyer shall be solely responsible for all claims and liabilities arising thereunder. Seller and Buyer shall use all commercially reasonable efforts to obtain a release of Seller and any other guarantors as described in Section 5.2(d) above. Buyer agrees to apply for and use reasonable efforts, and Seller shall cooperate with Buyer, to obtain the new franchise agreement, together with the assignment to Buyer of all waivers of any brand standard necessary or appropriate for the operation of the Hotel under the Brand. It shall be a condition to Closing for Buyer and Seller that the Franchisor provide the foregoing consent; provided, however, that Buyer shall not be entitled, as a condition to Closing, to require amendments to the availability of adequate funds, Manager shall perform all Existing Franchise Agreement (or to require a new franchise agreement (the “New Franchise Agreement”)) that contains economic terms more favorable to the owner or franchisee than the economic terms of the obligations of Owner as “Franchisee” under the Existing Franchise Agreement or that differ in any other material respect from the form of franchise agreement which Buyer and Franchisor have negotiated previously as their standard form of franchise agreement (to the extent such obligations relate standard forms are applicable under the circumstances). Buyer shall be responsible for all costs related to the management or operation termination of the Hotel, including, without limitation, the obligations of “Franchisee” under Sections XIII (Accounts and Receipts) and XIV (Insurance) of the Existing Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Franchisee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions execution of the Franchise Agreementa new franchise agreement, including but not limited to, the provisions payment of the Franchise Agreement license, application, transfer and similar fees thereunder. Seller shall prevail. Manager shall send use best efforts to promptly to Owner any and provide all notices that Manager receives from information required by the Franchisor in connection with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Franchisee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent each such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreementnew franchise agreement, and Manager Seller and Buyer shall not commit any act or omit to take any action that would cause a default by diligently pursue obtaining each the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwisesame.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During So long as Purchaser complies with its obligations set forth in this Section 4.8, it shall be a condition to Purchaser’s obligation to Closing that Franchisor shall have entered into a new hotel franchise agreement (the Term “New Franchise Agreement”) with Purchaser or its designee on the form included in Franchisor’s current Franchise Disclosure Document (“FDD”) modified to (i) give Purchaser the benefit of this Agreement, Seller’s license fee and area of protection terms (subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Franchisee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Franchisee” under Sections XIII (Accounts and Receipts) and XIV (Insurance) Purchaser’s compliance with Section 11.2.2 of the Franchise Agreement, ) and Manager shall not commit any act or omit to take any action reserve fund obligations that would cause a default by the Franchisee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of are set forth in the Franchise Agreement, the provisions (ii) confirm that no PIP is required by Franchisor in connection with Purchaser’s acquisition of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any Property and all notices that Manager receives from the Franchisor with respect (iii) such other commercially reasonable changes requested by Purchaser to the Hotel or form franchise agreement included in the FDD (the “Material Franchise Agreement and shall keep Owner fully informed Terms”); provided, however, only those commercially reasonable changes that are consistent with respect to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Franchisee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as terms of the date most recent franchise agreement between Franchisor and Purchaser or Affiliates of termination of the Purchaser shall be considered Material Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term Terms for purposes of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager Seller shall use commercially reasonable efforts (without any obligation to incur any out-of-pocket expenses) to cause the New Franchise Agreement to include a provision providing that all permitted transferees thereunder shall be entitled to assume the unamortized Key Money such that no unamortized Key Money would be due upon any transfer by Purchaser or any future transfers provided the permitted transferee assumes the unamortized portion (the “Key Money Provision”). Notwithstanding the foregoing, the Key Money Provision shall not have the right to grant any consent, approval be considered a Material Franchise Term or other right reserved a closing condition hereunder. Prior to the Licensee Effective Date, Purchaser has filed its application for a new franchise agreement with Franchisor and together therewith paid all required application fees. Purchaser expressly acknowledges that (a) Seller has entered into this Agreement on the basis that no termination costs, fees or expenses or liquidated damages shall be payable by Seller as a result of the sale of the Property to Purchaser or as a result of Purchaser or its designee (at Purchaser’s sole cost and expense) so entering into a new hotel franchise agreement with Franchisor for the Hotel and, (b) Seller must receive a written release from Franchisor, on Franchisor’s current standard form, of any obligations of Seller or any of its Affiliates under the Franchise Agreement first arising from and after Closing (including with respect to the repayment of any unamortized Key Money (as defined in the Franchise Agreement) or pursuant to make any decision guaranties from Seller or any of its Affiliates pursuant to the Franchise Agreement but expressly excluding any amounts due and owing (or otherwise incurred or accrued) prior to the Closing Date other than any liquidated damages). If Closing occurs and Purchaser or its designee has not so entered into a new hotel franchise agreement on behalf with Franchisor as set forth above (and Seller has not obtained a release of Owner Seller and its Affiliates as set forth above), in each case, such that no termination fees, liquidated damages or similar fees and penalties (including the repayment of any unamortized portion of any Key Money under the Franchise Agreement. In the event the Franchise Agreement is terminated for ) are payable by Seller or any reason, this Agreement shall also terminate effective of its Affiliates (including Seller or any entity owning a beneficial interest in Seller in its capacity as a guarantor or otherwise) as a result of the date sale of the Property to Purchaser, then Purchaser shall be responsible for, and shall save, protect, defend, indemnify and hold Seller (and any Affiliate of Seller) harmless from any such termination fees, liquidated damages or similar costs, fees and penalties in connection with the termination of the Franchise Agreement, unless Agreement as of the parties hereto agree otherwiseClosing and any other Liabilities of Seller had the release of Seller and its Affiliates as set forth above been obtained. The provisions of this Section 4.8 shall survive the Closing.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During the Term of (a) Except as provided in this Agreement, subject the Properties shall at all times be operated in accordance with the terms and conditions of the Franchise Agreements. Borrower shall, or shall cause Mortgage Borrower or Operating Lessee to cause Manager to, (i) pay all sums required to be paid by Mortgage Borrower, Operating Lessee and/or Manager under the availability of adequate fundsFranchise Agreements, Manager shall perform (ii) diligently perform, observe and enforce all of the obligations terms, covenants and conditions of Owner as “Franchisee” the Franchise Agreements, (iii) promptly deliver to Lender a copy of any written notice to Mortgage Borrower or Operating Lessee of any default by Mortgage Borrower, Operating Lessee and/or Manager under the Franchise Agreement Agreements and notify Lender of any material default under the Franchise Agreements of which it is aware, (iv) promptly deliver to Lender a copy of any written notice to Franchisor of any default by Franchisor under the Franchise Agreements, (v) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of non-performance, report, and estimate (a) received by Mortgage Borrower or Operating Lessee under the Franchise Agreements and (b) required to be delivered by Mortgage Borrower, Operating Lessee and/or Manager to Franchisor under the Franchise Agreements, (vi) complete all work required under any PIP on or prior to the Outside Date, (vii) not modify or amend the Franchise Agreements to the extent such obligations relate modification or amendment could reasonably be expected to the management have a Material Adverse Effect, and (viii) not terminate, cancel, or operation of the Hotel, including, without limitation, the obligations of “Franchisee” under Sections XIII (Accounts and Receipts) and XIV (Insurance) of replace the Franchise AgreementAgreements (except as provided in subsection (b) below), nor replace the Franchisor, nor waive or release any of its rights and Manager shall not commit any act or omit to take any action that would cause a default by the Franchisee remedies under the Franchise AgreementAgreements in any material respect, without Lender’s prior written consent. In the event of any inconsistency between the provisions of Each request by Borrower for approval and consent by Lender pursuant to this Agreement Section 5.25 shall be in writing and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect be subject to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. Deemed Approval Standard. (b) Notwithstanding the foregoing, Manager provided no Event of Default is continuing, Borrower shall not have the right (or Borrower shall have the right to grant permit or cause Mortgage Borrower or Operating Lessee to permit Franchisor to), without the prior written approval of Lender (but upon prior written notice to Lender), to terminate a Franchise Agreement at an Individual Property; provided, however, it shall be an Event of Default hereunder in the event that (A) Borrower shall have failed to pay (or failed to cause Mortgage Borrower or Operating Lessee to pay) any consent, approval termination fee or other right reserved amounts due to such Franchisor pursuant to the Franchisee under the applicable Franchise Agreement or to make any decision or agreement on behalf of Owner under within 00000000.0.XXXXXXXX the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the time period specified in such Franchise Agreement, unless contested in good faith, (B) Borrower shall have failed to (w) deliver (or cause to be delivered) to Lender a PIP Guaranty to the parties extent required pursuant to the terms of this Agreement or (y) cause Mortgage Borrower to make the deposit required in connection with any New PIP pursuant to and in accordance with Section 9.9 of the Mortgage Loan Agreement or (C) within sixty (60) days of the termination of such Franchise Agreement, Borrower fails to (or fails to cause Operating Lessee to) deliver evidence reasonably acceptable to Lender that a Replacement Franchise Agreement with a Qualified Franchisor or a Replacement Management Agreement with a Brand Manager is in full force and effect at the applicable Individual Property. (c) The Individual Property commonly known as the Hilton Garden Inn Austin and located in Austin, Texas, failed its most recent “quality assurance” inspection. Attached hereto agree otherwiseas Schedule 5.25 is a true, correct and complete list of the repairs required to be completed in order to resolve such quality assurance inspection failure. [FOR HILTON BRANDS:] During Borrower hereby covenants and agrees to cause Mortgage Borrower to complete such repairs to the Term of extent necessary to resolve such failure in accordance with this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Mortgage Loan Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the related Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwiseapplicable laws.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During Seller has entered into the Term Existing Franchise Agreements with Hilton Hotels Corp. or an affiliate thereof (the “Franchisor”) governing the use of the Hotels as Homewood Suites by Hilton (the “Brand”). At the Closing, Buyer and the Franchisor shall enter into a new franchise agreement for each Property, effective as of the Closing Date, replacing the Existing Franchise Agreements and containing terms and conditions acceptable to Buyer. Buyer shall be responsible for the payment and completion of any Franchisor mandated product improvement plan. If Buyer pays the cost for the product improvement plan report (the “PIP Fee”), then, in the event this AgreementContract is terminated and Closing does not occur (other than by reason of Buyer’s default), subject Seller shall reimburse Buyer for the PIP Fee. Seller and the Franchisor shall terminate the Existing Franchise Agreements, as of the Closing Date, and Buyer shall be solely responsible for all claims and liabilities arising thereunder. Seller and Buyer shall use all commercially reasonable efforts to obtain a release of Seller and any other guarantors as described in Section 5.2(d) above. Buyer agrees to apply for and use reasonable efforts, and Seller shall cooperate with Buyer, to obtain the new franchise agreement, together with the assignment to Buyer of all waivers of any brand standard necessary or appropriate for the operation of the Hotels under the Brand. It shall be a condition to Closing for Buyer and Seller that the Franchisor provide the foregoing consent; provided, however, that Buyer shall not be entitled, as a condition to Closing, to require amendments to the availability of adequate funds, Manager shall perform all Existing Franchise Agreements (or to require a new franchise agreement (the “New Franchise Agreement”)) that contains economic terms more favorable to the owner or franchisee than the economic terms of the obligations Existing Franchise Agreements or that differ in any other material respect from the form of Owner franchise agreement which Buyer and Franchisor have negotiated previously as “Franchisee” under the Franchise Agreement their standard form of franchise agreement (to the extent such obligations relate standard forms are applicable under the circumstances). Buyer shall be responsible for all costs related to the management or operation of the Hotel, including, without limitation, the obligations of “Franchisee” under Sections XIII (Accounts and Receipts) and XIV (Insurance) of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Franchisee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Franchisee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Existing Franchise AgreementAgreements and the execution of a new franchise agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitationincluding but not limited to, the obligations payment of “Licensee” under Paragraphs 6license, 7 application, transfer and 8 of similar fees thereunder. Seller shall use best efforts to promptly provide all information required by the Franchise AgreementFranchisor in connection with each such new franchise agreement, and Manager Seller and Buyer shall not commit any act or omit to take any action that would cause a default by diligently pursue obtaining each the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwisesame.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During As of the Term Closing Date, there is no Franchise Agreement in effect at the Property. The covenants and requirements of this Agreementclause (b) shall apply with respect to any proposed Franchisor and proposed Franchise Agreement and thereafter on an ongoing basis with respect a Franchisor and Franchise Agreement approved as set forth below. (i) If Borrower shall desire to enter into any new or amended Franchise Agreement with a new Franchisor, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Franchisee” under (A) the Franchise Agreement shall be for a Luxury Brand acceptable to the extent Lender, and (B) Borrower shall: (i) obtain Lender’s prior written consent thereto, (ii) deliver a Rating Agency Confirmation from each applicable rating agency as to such obligations relate to the management new or operation of the Hotelamended Franchise Agreement and new Franchisor, (iii) pay all costs and expenses incurred in connection with such new or amended Franchise Agreement (including, without limitation, pre-funding an amount equal to the obligations cost of any work required by the new or amended Franchise Agreement or required by any PIPS entered in to in connection with the new or amended Franchise Agreement and deposited by Borrower into the Cash Management Deposit Account, and the cost to obtain the Rating Agency Confirmation as required above, and reimbursement of Lender’s and Servicer's costs and expenses in connection with such review and approval), (iv) obtain any new or amended License as may be required in connection with such new or amended Franchise Agreement and (v) deliver to Lender simultaneously with the execution of such Franchise Agreement a comfort letter from the Franchisor in which Franchisor shall agree: (1) that Lender shall have the right, but not the obligation, to cure any defaults under the Franchise Agreement, (2) to give Lender written notice of, and a reasonable time to cure, any default of Borrower under the Franchise Agreement, (3) not to assert against Lender any defaults which by their nature are personal to Borrower and not curable by Lender; (4) to allow Lender to change managers of the hotel operated at the Property; (5) that, if Lender or its Affiliate shall acquire title to the Property, Lender or its Affiliate shall have an option to succeed to the interest of Borrower under the Franchise Agreement (or to be granted a new license agreement on the same terms as the Franchise Agreement) without payment of any fees to Franchisor; (6) that the Franchise Agreement will remain in effect during any foreclosure proceedings by Lender provided Lender cures all monetary defaults under the Franchise Agreement; (7) not to modify, cancel, surrender or otherwise terminate the Franchise Agreement during the Term without the consent of Lender; and (8) that if Lender or its Affiliate succeeds to Borrower’s interest under the Franchise Agreement, Lender may assign its rights therein to any entity which acquires the Property from Lender or its Affiliate (subject to Franchisor’s reasonable approval). The foregoing to the contrary notwithstanding, Lender will not unreasonably withhold approval of a Pre-Approved Franchisor's standard form of “Franchiseecomfort letter” addressing those matters set forth above. (ii) Borrower shall (A) promptly perform and/or observe all of the covenants and agreements required to be performed and observed by it under Sections XIII the Franchise Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (Accounts B) promptly notify Lender of any default under the Franchise Agreement of which it is aware; (C) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, notice, report and Receiptsestimate received by it under the Franchise Agreement; and (D) promptly enforce the performance and XIV observance of all of the covenants and agreements required to be performed and/or observed by the Franchisor under the Franchise Agreement. (Insuranceiii) Borrower shall not, without Lender’s prior written consent (A) surrender, terminate or cancel the Franchise Agreement; (B) reduce or consent to the reduction of the term of the Franchise Agreement, and Manager shall not commit ; (C) increase or consent to the increase of the amount of any act or omit to take any action that would cause a default by the Franchisee charges under the Franchise Agreement. In the event ; or (D) otherwise modify, change, supplement, alter or amend, or waive or release any of any inconsistency between the provisions of this Agreement its rights and the provisions of remedies under, the Franchise Agreement. (iv) Without in any way limiting the covenants set forth in the Loan Documents, Borrower shall: (A) cause the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance hotel located on the part of Manager. Notwithstanding Property to be operated, repaired and maintained as a well-maintained Luxury Brand hotel and (B) maintain Inventory in amounts sufficient to meet the foregoing, Manager shall not have hotel industry standard for Luxury Brand hotel and at levels sufficient for the right to grant any consent, approval or other right reserved to the Franchisee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, hotel located on the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwiseProperty at full occupancy levels.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During Seller has entered into a (the Term “Existing Franchise Agreement”) with Marriott International (the “Franchisor”) governing the use of the Hotel as a Residence Inn (the “Brand”). At the Closing, Buyer and the Franchisor shall enter into a new franchise agreement, effective as of the Closing Date, replacing the Existing Franchise Agreement and containing terms and conditions acceptable to Buyer. Buyer shall be responsible for the payment and completion of any Franchisor mandated product improvement plan. If Buyer pays the cost for the product improvement plan report (the “PIP Fee”), then, in the event this Contract is terminated and Closing does not occur (other than by reason of Buyer’s default), Seller shall reimburse Buyer for the PIP Fee. Seller and the Franchisor shall terminate the Existing Franchise Agreement, subject as of the Closing Date, and Buyer shall be solely responsible for all claims and liabilities arising thereunder. Seller and Buyer shall use all commercially reasonable efforts to obtain a release of Seller and any other guarantors as described in Section 5.2(d) above. Buyer agrees to apply for and use reasonable efforts, and Seller shall cooperate with Buyer, to obtain the new franchise agreement, together with the assignment to Buyer of all waivers of any brand standard necessary or appropriate for the operation of the Hotel under the Brand. It shall be a condition to Closing for Buyer and Seller that the Franchisor provide the foregoing consent; provided, however, that Buyer shall not be entitled, as a condition to Closing, to require amendments to the availability of adequate funds, Manager shall perform all Existing Franchise Agreement (or to require a new franchise agreement (the “New Franchise Agreement”)) that contains economic terms more favorable to the owner or franchisee than the economic terms of the obligations of Owner as “Franchisee” under the Existing Franchise Agreement or that differ in any other material respect from the form of franchise agreement which Buyer and Franchisor have negotiated previously as their standard form of franchise agreement (to the extent such obligations relate standard forms are applicable under the circumstances). Buyer shall be responsible for all costs related to the management or operation termination of the Hotel, including, without limitation, the obligations of “Franchisee” under Sections XIII (Accounts and Receipts) and XIV (Insurance) of the Existing Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Franchisee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions execution of the Franchise Agreementa new franchise agreement, including but not limited to, the provisions payment of the Franchise Agreement license, application, transfer and similar fees thereunder. Seller shall prevail. Manager shall send use best efforts to promptly to Owner any and provide all notices that Manager receives from information required by the Franchisor in connection with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Franchisee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent each such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreementnew franchise agreement, and Manager Seller and Buyer shall not commit any act or omit to take any action that would cause a default by diligently pursue obtaining each the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwisesame.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During Borrower hereby assigns (and Borrower shall cause Operating Lessee to assign) to Lender as further security for the Term payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, subject all the rights, privileges and prerogatives of Borrower and Operating Lessee to surrender the Franchise Agreement or to terminate, cancel, modify, change, supplement, alter or amend the Franchise Agreement in any material respect, and any such surrender of the Franchise Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of the Franchise Agreement in any material respect without the prior consent of Lender shall be void and of no force and effect. If Operating Lessee shall default in the performance or observance of any material term, covenant or condition of the Franchise Agreement on the part of Operating Lessee to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Franchise Agreement on the part of Operating Lessee to be performed or observed to be promptly performed or observed on behalf of Operating Lessee, to the availability end that the rights of adequate fundsOperating Lessee in, Manager to and under the Franchise Agreement shall perform all be kept unimpaired and free from default. Lender and any Person designated by Lender by written notice to Borrower shall have, and are hereby granted, the right to enter upon the Property at any time and from time to time for the purpose of taking any such action. If Franchisor shall deliver to Lender a copy of any notice sent to Borrower and/or Operating Lessee of default under the Franchise Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall, from time to time, use its best efforts to obtain from Franchisor such certificates of estoppel with respect to compliance by Operating Lessee with the terms of the obligations Franchise Agreement as may be requested by Lender. Borrower and/or Operating Lessee shall exercise each individual option, if any, to extend or renew the term of Owner as “Franchisee” under the Franchise Agreement to the extent such obligations relate required to continue it in full force and effect until after the management or operation of the Hotel, including, without limitation, the obligations of “Franchisee” under Sections XIII (Accounts and Receipts) and XIV (Insurance) of the Franchise AgreementMaturity Date, and Manager Borrower hereby expressly authorizes and appoints (and Borrower shall not commit cause Operating Lessee to authorize and appoint) Lender as its attorney-in-fact to exercise any act or omit such option in the name of and upon behalf of Borrower and/or Operating Lessee, which power of attorney shall be irrevocable and shall be deemed to take any action that would cause a default be coupled with an interest. Any sums expended by Lender pursuant to this paragraph shall bear interest at the Franchisee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives Default Rate from the Franchisor with respect date such cost is incurred to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Franchisee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination payment to Lender, shall be deemed to constitute a portion of the Franchise AgreementDebt, unless shall be secured by the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all lien of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement Security Instrument and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement other Loan Documents and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwisebe immediately due and payable upon demand by Lender therefor.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During the Term of this Agreement, subject to the availability Hotel shall be managed and operated in strict compliance with the terms and conditions of adequate funds, Manager shall perform all of the obligations of Owner as “Franchisee” under the Franchise Agreement (including but not limited to the extent such obligations relate to the management or all terms and conditions regarding confidentiality and operation of the Hotel), includingand Management Company, without limitationto the extent sufficient Working Capital exists, shall at all times comply with such Agreement and advise and assist Owner in the performance and discharge of its covenants and obligations of “Franchisee” thereunder. Owner shall comply with any capital expenditure, product improvement plan, operating standard changes or other requirements imposed from time to time by the Franchisor under Sections XIII (Accounts and Receipts) and XIV (Insurance) of the Franchise Agreement, and Manager the cost of which shall not commit any act or omit to take any action that would cause a default by the Franchisee under the Franchise be paid in accordance with this Agreement. In the event of any inconsistency conflicts between the any provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevailcontrol. Manager Owner acknowledges that Franchisor shall send promptly have the right to communicate directly with Management Company regarding day-to-day operation of the Hotel. Owner shall not enter into any amendment, restatement or renewal of the Franchise Agreement which would in any event have an adverse impact on the amount of fees to be paid to Management Company under this Agreement without Management Company's prior written approval, which approval may be withheld in Management Company's sole discretion. [insert additional provisions that applicable Franchise Agreement may require to be included] ARTICLE XI POSSESSION AND USE OF HOTEL 11.01 Use A. [Intentionally Deleted] B. Management Company shall manage and all notices that Manager receives from the Franchisor with respect to operate the Hotel or in accordance with this Agreement and the Franchise Agreement and shall keep in addition comply with and abide by all applicable laws, ordinances, and regulations. C. Provided that Owner fully informed with respect shall first have employed a replacement manager for the Hotel satisfactory to all matters that come to Manager’s attention and approved by the "Franchisor" under the Franchise Agreement. Likewise, Owner Management Company shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. Notwithstanding the foregoing, Manager shall not have the right option to grant terminate this Agreement at any consent, approval or other right reserved time upon sixty (60) days' written notice to the Franchisee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In in the event of a withdrawal or revocation, by any lawful governing body having jurisdiction thereof, of any material license or permit required for Management Company's performance hereunder, if such withdrawal or revocation is due to circumstances beyond Management Company's control or not otherwise caused by the Franchise Agreement is terminated for any reasongross negligence or willful misconduct of Management Company, this Agreement shall also terminate such termination to be effective as of the date of termination such replacement manager has commenced management of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject Hotel pursuant to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor its agreement with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwiseOwner.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During The Improvements on the Term Properties shall be operated under the terms and conditions of the Franchise Agreement. Borrower shall (i) pay all sums required to be paid by Borrower under the Franchise Agreement, (ii) diligently perform and observe in all material respects all of the terms, covenants and conditions of the Franchise Agreement on the part of Borrower to be performed and observed to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower under the Franchise Agreement, (iii) promptly notify Lender of the giving of any notice to Borrower of any default by Borrower in the performance or observance of any of the terms, covenants or conditions of the Franchise Agreement on the part of Borrower to be performed and observed and deliver to Lender a true copy of each such notice, and (iv) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice, report and estimate received by it under the Franchise Agreement. Borrower shall not, without the prior consent of Lender, not to be unreasonably withheld, conditioned or delayed and confirmation from the Rating Agencies that any such action will not result in a qualification, withdrawal or downgrade of the then ratings assigned to the Securities, surrender the Franchise Agreement or terminate or cancel the Franchise Agreement or modify, change, supplement, alter or amend the Franchise Agreement, in any respect, either orally or in writing, and Borrower hereby assigns to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement to the extent assignable under the Franchise Agreement, all the rights, privileges and prerogatives of Borrower to surrender the Franchise Agreement or to terminate, cancel, modify, change, supplement, alter or amend the Franchise Agreement in any respect, and any such surrender of the Franchise Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of the Franchise Agreement without the prior consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed, shall be void and of no force and effect. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Franchise Agreement on the part of Borrower to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, subject and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Franchise Agreement on the part of Borrower to be performed or observed to be promptly performed or observed on behalf of Borrower, to the availability end that the rights of adequate fundsBorrower in, Manager shall perform all of the obligations of Owner as “Franchisee” to and under the Franchise Agreement shall be kept unimpaired and free from default. Lender and any Person designated by Lender shall have, and are hereby granted, the right to enter upon the applicable Individual Property at any time and from time to time for the purpose of taking any such action. If Franchisor shall deliver to Lender a copy of any notice sent to Borrower of default under the Franchise Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon unless such action constitutes the willful misconduct or gross negligence of Lender or Lender's agent. Borrower shall, from time to time, use commercially reasonable efforts to obtain from Franchisor such certificates of estoppel with respect to compliance by Borrower with the terms of the Franchise Agreement as may be requested by Lender. Borrower shall exercise each individual option, if any, to extend or renew the term of the Franchise Agreement upon demand by Lender made at any time within one (1) year of the last day upon which any such option may be exercised, and Borrower hereby expressly authorizes and appoints Lender as its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. Any sums expended by Lender pursuant to this paragraph shall bear interest at the Default Rate from the date such cost is incurred to the extent such obligations relate date of payment to Lender, shall be deemed to constitute a portion of the Debt, shall be secured by the lien of the Security Instruments and the other Loan Documents and shall be immediately due and payable upon demand by Lender therefor. Notwithstanding anything to the management or operation contrary contained in this Section 5.1.22, upon the expiration of the Hotelterm of any Franchise Agreement relating to a Non-Wyndham Property, Borrower shall have the option to either (1) enter into a new Franchise Agreement with the applicable Franchisor on terms substantially similar to those of the expired Franchise Agreement or (2) convert such Non-Wyndham Property into an Individual Property operated under the flag of Wyndham or an Affiliate of Wyndham upon satisfaction of the following conditions: (a) no Event of Default shall exist, (b) Borrower shall provide Lender with at least sixty (60) days prior written notice, (c) Borrower shall enter into a management agreement with Wyndham or an Affiliate which is either (A) substantially similar in form or substance to the form of management agreement attached hereto and made a part hereof as Exhibit G or (2) is reasonably acceptable to Lender in all respects, (d) Borrower and Wyndham or the applicable affiliate shall enter into an assignment of management agreement with Lender substantially similar to the Assignment of Management Agreement entered into by Borrower, Wyndham Management Corporation and Lender on the date hereof, (e) Wyndham and any such Affiliate is not bankrupt, insolvent or the subject of (i) any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law of any similar federal or State law or (ii) any proceeding for the dissolution or liquidation of Wyndham and any such Affiliate, (f) if a new Franchise Agreement is entered into with the applicable Franchisor, Franchisor delivers to Lender a comfort letter substantially similar to the comfort letter delivered by such Franchisor to Lender in connection with the closing of the Loan, and (g) Borrower pays for all costs and expenses incurred in connection with any such conversion including, without limitation, the obligations of “Franchisee” under Sections XIII all reasonable costs and expenses (Accounts and Receipts) and XIV (Insurance) of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Franchisee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Franchisee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitationlimitations, the obligations of “Licensee” under Paragraphs 6, 7 reasonable legal fees and 8 of the Franchise Agreement, and Manager shall not commit expenses) incurred by Lender in connection with any act or omit to take any action that would cause a default by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwisesuch conversion.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During the Term of this Agreement, subject (a) Purchaser may instruct Seller to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Franchisee” under terminate the Franchise Agreement with such termination to be effective as of the Closing Date, in Purchaser's sole discretion, provided that in such event Purchaser shall be solely responsible for the payment of liquidated damages, termination fees, costs or other liabilities arising from or related to the extent such obligations relate to the management or operation termination of the Hotel, including, without limitation, the obligations of “Franchisee” under Sections XIII (Accounts and Receipts) and XIV (Insurance) of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Franchisee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under indemnify and hold harmless Seller therefrom. The preceding provisions of this Section 11.2 shall survive the Franchise Closing or earlier ------------ termination of this Agreement. Likewise. (b) As between Seller and Purchaser, Owner Seller shall send promptly to Manager any be solely responsible for obtaining, at its sole cost and all notices that Owner receives from expense, the Franchisor with respect to Comfort Letters and the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Franchisee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as consent of the date of termination of franchisor, if required pursuant to the Franchise Agreement, unless to the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of transactions described in this Agreement; provided that the failure of Seller to obtain such Franchisor Comfort Letters or consents of franchisors, subject after using commercially reasonable, good faith efforts to do so in accordance with Section 8.1(o), shall not be a default under this Agreement; -------------- provided further that Seller's obligation and liability to pay administrative fees imposed by the franchisor for such Franchisor Comfort Letters, such consents or otherwise in connection with the transaction contemplated by this Purchase Agreement shall be limited to the availability of adequate funds, Manager shall perform all first One Hundred Thousand Dollars ($100,000) of the obligations collective administrative fees required by the franchisor and by any franchisor in connection with the transactions contemplated by the Other Agreements and one-half of Owner as “Licensee” under all amounts in excess thereof, and Purchaser hereby covenants and agrees to pay the other one-half of such administrative fees in excess of One Hundred Thousand Dollars ($100,000). In no event shall the requirement of payment of administrative fees constitute a reason for Purchaser to fail to close on the Property. (c) In the event Purchaser directs Seller to terminate the Franchise Agreement pursuant to this Section 11.2 and intends to cause Operating ------------ Lessee, as lessee, to enter into a new franchise agreement at the Closing and has a binding commitment from the new franchisor for the same (subject to reasonable conditions), Seller and Purchaser hereby agree to negotiate in good faith to an adjustment of the rent payable pursuant to the extent such obligations relate Operating Lease, based on the terms and conditions of the new franchise agreement and its anticipated effect on Gross Revenues (as defined in the Operating Lease). (d) Notwithstanding anything to the management contrary contained herein (including without limitation subparagraph (b) above), if in connection with the transaction contemplated by this Agreement or operation the obtaining of the Hotel, including, without limitationFranchisor Comfort Letters or franchisor consents, the obligations of “Licensee” under Paragraphs 6franchisor requires any capital improvement to be made at the Property (hereinafter, 7 a "PIP"), Purchaser shall be solely responsible for the cost and 8 expense of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Licensee under the Franchise Agreementsame. In no event shall the event requirement of a PIP constitute a reason for Purchaser to fail to close on the Property. In lieu of agreeing to any inconsistency between the provisions of this Agreement and the provisions of the Franchise AgreementPIP requirement, the provisions of Purchaser may direct Seller to terminate the Franchise Agreement shall prevailas provided in Section 11.2(a). Manager shall send promptly If --------------- any such PIP requirement is imposed solely as a result of Purchaser's request for a Franchisor Comfort Letter, Purchaser may waive the delivery of such Franchisor Comfort Letter as a condition to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwiseClosing.

Franchise Agreement. [FOR MARRIOTT BRANDS:] (a) During the Term of this AgreementDue Diligence Period, subject Purchaser shall, at its sole cost and expense, promptly apply for and pursue in good faith a New Franchise Agreement with Franchisor to continue to operate the availability of adequate fundsHotel as a Holiday Inn, Manager which New Franchise Agreement shall perform all be entered into at or immediately after Closing. Purchaser shall use good faith efforts to submit a completed franchise application (the “Application”) to Franchisor within three (3) Business Days after the Effective Date, and shall thereafter diligently pursue the Application in good faith with Franchisor. As part of the obligations of Owner as “Franchisee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotelapplication process, Purchaser shall promptly provide all information and documentation that Franchisor requests (including, without limitation, financial statements, organizational documents, background information regarding direct and indirect owners of Purchaser and other documentation supporting its Application). Without limiting the obligations foregoing, Purchaser shall use prompt, diligent and good faith efforts to cause the Application to be approved by Franchisor. Purchaser shall keep Seller informed of the status of Purchaser’s efforts to cause the Application to be approved by Franchisor. (b) From and after the Effective Date, Purchaser shall work in good faith using commercially reasonable efforts to cause Franchisor to commit in writing, in form and substance reasonable acceptable to the parties, to at Closing allow Purchaser to receive a license to operate the Hotel as a Holiday Inn after the Closing pursuant to the New Franchise Agreement in the form and substance acceptable to Purchaser (in Purchaser’s reasonable discretion) (collectively, the “Franchisee” Franchisor Approval”). Solely in the event that Franchisor has not granted Franchisor Approval by the expiration of the Due Diligence Period, Purchaser shall have an additional fifteen (15) days after the expiration of the Due Diligence Period (the “Franchisor Approval Period”) solely to allow Purchaser to obtain the Franchisor Approval, provided that Purchaser shall be obligated to (i) deposit the Second Deposit in accordance with Section 2.2(b), and (ii) notify Seller in writing, prior to the expiration of the Due Diligence Period, of its intent to utilize the Franchisor Approval Period. For the avoidance of doubt, the additional Franchisor Approval Period pursuant to this Section 6.3(b) shall not result in any extension of the Closing Date. Upon receipt of the Franchisor Approval during the Franchisor Approval Period, (A) the Franchisor Approval Period shall automatically expire, and (B) Purchaser shall have no further right to terminate this Agreement pursuant to this Section 6.3(b); provided, however, solely in the event that Purchaser has not obtained the Franchisor Approval by 5:00 p.m. (EST) on the last day of the Franchisor Approval Period, Purchaser shall have the right to terminate this Agreement by delivery of written notice to Seller and Escrow Agent, whereupon, (1) this Agreement shall automatically terminate, (2) the Escrow Agent shall immediately release and return the Xxxxxxx Money (including any interest accrued thereon) to Purchaser, (3) each party shall pay one-half (1/2) of the expenses of escrow and (d) neither party shall have any further obligation to the other party hereunder, except for the Surviving Obligations. If Purchaser fails to deliver to Seller and Escrow Agent a written notice of termination on or before the expiration of the Franchise Approval Period, Purchaser shall (x) no longer have any right to terminate this Agreement pursuant to this Section 6.3(b), and (y) be required to proceed with the transaction contemplated hereby. (c) Purchaser shall, at its sole cost and expense, cause Franchisor to deliver at or prior to Closing a signed counterpart of a voluntary notice of termination and a release of the guarantors under Sections XIII the Franchise Agreement from all liability thereunder (Accounts collectively, a “Voluntary Notice of Franchise Termination”) on Franchisor’s customary form with respect to the Hotel, with no cost or expense to Seller or Operating Tenant or any of their affiliates; provided, however, Purchaser shall be deemed to have satisfied this obligation if Franchisor delivers the Voluntary Notice of Franchise Termination in escrow with Escrow Holder subject only to the occurrence of the Closing and Receiptsthe delivery of the executed deed to Franchisor. In no event shall Purchaser be liable for any amounts owed to Franchisor by Seller which accrued and were owing prior to termination of the Franchise Agreement. (d) Notwithstanding anything to the contrary contained herein: (i) neither the entry into a New Franchise Agreement by Purchaser nor the satisfaction of any conditions set forth in the Franchisor Approval or any other conditions imposed upon Purchaser by Franchisor shall be a condition to Purchaser’s obligation to consummate the transactions contemplated hereunder; (ii) Seller shall have no obligation to perform and/or pay for any modernization, renovation or other upgrading or PIP work at the Hotel (expressly excluding any such amounts due and XIV owing from Seller to Franchisor); and (Insuranceiii) Purchaser shall have no right to extend the Closing Date on account of the Franchise Agreement, and Manager shall not commit any act or omit including Purchaser’s failure to take any action that would cause enter into a default by the Franchisee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the New Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Franchisee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwiseClosing Date.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During (a) Purchaser acknowledges and agrees that (i) the Term of this Hotel is subject to that certain Amended and Restated License Agreement, subject effective as of February 1, 2002, as amended by that certain First Amendment to Amended and Restated License Agreement, dated as of April 1, 2005, and as further amended by that certain Second Amendment to Amended and Restated License Agreement, dated and effective as of March 31, 2010 (as amended, the “Franchise Agreement”) by and between Seller and Radisson Hotels International, Inc., a Delaware corporation (“Franchisor”), (ii) with respect to the availability of adequate funds, Manager shall perform all sale of the obligations Property and the assignment of Owner the Franchise Agreement, Purchaser and Seller are required to abide by the terms of the Franchise Agreement, including without limitation, Section 11 of that agreement which governs transfers of the Hotel, (iii) Purchaser has advised Seller that Purchaser desires to continue to operate the Premises under the Radisson Hotel brand as a “FranchiseeSystem Hotel” (as defined in the Franchise Agreement), and (iv) notwithstanding the preceding clause (iii), Franchisor’s approval of Purchaser as a licensee and/or the operation of the Hotel under the Franchise Agreement or replacement license is not a condition to the extent such Purchaser’s obligations relate to the management or operation of the Hotelunder this Agreement, including, without limitation, the obligation to purchase the Property. (b) Promptly after the Effective Date, Seller and Purchaser shall each notify Franchisor of the transaction contemplated by this Agreement and Purchaser shall submit an application on the form prescribed by Franchisor pursuant to the Franchise Agreement. Following receipt by Franchisor of such notice, Purchaser shall diligently take all commercially reasonable actions and promptly provide all information and documentation reasonably requested by Franchisor, and otherwise diligently pursue the consent of Franchisor to (i) the sale of the Property to Purchaser, and (ii) the approval of Purchaser as successor to Seller as owner of the Hotel. It is desired that, at Closing, Purchaser and Franchisor shall enter into a written agreement pursuant to which Purchaser shall assume the obligations of “FranchiseeLicensee” (as defined in the Franchise Agreement) under Sections XIII the Franchise Agreement, with any modifications thereto as may be reasonably acceptable to Purchaser (Accounts the “New License”), and Receipts(B) Seller and XIV Franchisor shall enter into an agreement whereby Franchisor agrees that, at the Closing, Franchisor will terminate and release Seller from its obligations under the Franchise Agreement and any other documents executed in connection therewith to the extent accruing from and after Closing without payment of any penalty or termination amount (InsuranceFranchisor’s agreement to enter into a New License with Purchaser and to terminate the Franchise Agreement and to release Seller from all obligations accruing from and after Closing is referred to herein collectively as the “Radisson Consent”), it being acknowledged and agreed that the Radisson Consent executed and delivered in substantially the form of Exhibit 16 attached hereto shall be deemed acceptable to each of Seller and Purchaser. Purchaser shall bear all costs and expenses of Purchaser and Franchisor in connection with the attempted transfer of the Hotel to Purchaser under the Franchise Agreement, the Radisson Consent and the potential New License in favor of Purchaser including, without limitation, all application fees and costs, franchise fees and the reimbursement of Franchisor’s costs and expenses, provided that Purchaser shall have no liability for any other fees, costs or expenses accrued or payable by Seller prior to Closing in the ordinary course. (c) In the event that at any time prior to Closing, either party receives written notice (the “Denial Notice”) from Franchisor confirming that Franchisor will not approve the sale of the Hotel to Purchaser or enter into the New License with Purchaser, such party will promptly notify the other. In the event Franchisor issues a Denial Notice or the New License or the Radisson Consent shall not be obtained by the Scheduled Closing Date, (i) this Agreement shall remain in full force and effect without adjustment to the Purchase Price, and (ii) Seller shall terminate the Franchise Agreement and Purchaser shall (1) acquire the Hotel at Closing without the benefits or burdens of the Franchise Agreement, and Manager (2) pay all termination fees due in connection with the termination (the “Termination Amounts”). (d) Seller agrees to cooperate in all reasonable respects with Purchaser in Purchaser’s efforts to obtain the Radisson Consent and the New License. Seller further agrees that, so long as (i) Purchaser proceeds diligently and in good faith in its efforts to enter into a New License, and (ii) Franchisor has confirmed in writing its willingness to approve Purchaser as a franchisee for the Hotel under terms consistent with this Agreement, then if Franchisor will not be able to enter into the New License for the Hotel until after the Closing, Seller will not terminate the Franchise Agreement until the effective date of the New License in order to permit the Hotel to continue to be operated as a “Radisson Hotel” during the period between the Closing Date and the date Purchaser and Franchisor enter into the New License (the “Interim Period”); provided, however, that (A) Seller shall not commit any act or omit be required to take any action that would cause a default by extend the Franchisee under termination date of the Franchise Agreement. In Agreement for the Hotel beyond the date which is twenty (20) days following the Closing Date, and (B) in the event that Purchaser is unable to obtain or enter into a New License prior to expiration of the Interim Period, Seller may elect in its sole discretion to terminate the Franchise Agreement effective at any inconsistency between time following expiration of the Interim Period and Purchaser shall be liable for all Termination Amounts (and if any such amounts are paid by Seller, Purchaser shall reimburse Seller for the Termination Amounts paid within 10 days following Seller’s written request). At Closing, Seller shall deliver to Purchaser a copy of Seller’s voluntary termination agreement with Franchisor or other evidence reasonably acceptable to Purchaser evidencing that, subject to the provisions of this Agreement and the provisions of the Franchise AgreementSection 26(d), the provisions of the Franchise Agreement shall prevailnot be terminated until the end of the Interim Period. Manager In consideration of Seller’s agreement not to terminate the Franchise Agreement during the Interim Period, Purchaser shall send promptly to Owner indemnify Seller from and against any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement claims, losses, liabilities, costs and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any expenses (including without limitation reasonable attorneys’ fees) incurred by Seller and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Franchisee arising and accruing under the Franchise Agreement or to make during the Interim Period (“Indemnified Claims”), other than any decision or agreement on behalf of Owner under such Indemnified Claims that are the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as result of the date gross negligence or willful misconduct of termination of Seller, its agents, representatives or employees. The foregoing indemnity shall be memorialized in indemnification agreement in the form attached hereto as Exhibit 12 (the “Franchise Indemnity Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject ”) to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 be entered into by Purchaser and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwiseSeller at Closing.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During (a) The parties acknowledge that the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all transfer of the obligations of Owner as “Franchisee” franchise rights granted under the Franchise Agreement to the extent such obligations relate Buyer is subject to the management or operation prior written consent of the HotelFranchisor under the Franchise Agreement. Immediately following the date of this Agreement, the Buyer shall proceed promptly, diligently, and in good faith to effect the execution of a new franchise agreement with Franchisor on such Franchisor’s then current UFOC form (each, a “New Franchise Agreement”), as determined by Franchisor but subject to the further terms of this Section 4.5; provided that notwithstanding anything to the contrary contained herein, Buyer shall have the right to request from Franchisor such changes, additions and/or modifications to the New Franchise Agreement as Buyer may elect, but Franchisor’s failure to or refusal to agree to any such changes, additions and/or modifications shall not relieve Buyer of its obligations to consummate the transactions as required under this Agreement. Accordingly, the Buyer shall promptly (but in no event later than 5 days from the date hereof) submit to Franchisor a complete application to become a franchisee of the Franchisor’s franchise system accompanied by payment of the then-prevailing application fee and shall promptly provide Seller with a copy of same when made. As part of the application process, the Buyer shall promptly provide any and all customary information and documentation that the Franchisor requires (including, without limitation, financial statements, organizational documents, background information regarding the obligations owners of “Franchisee” under Sections XIII the Buyer and other documentation supporting its application), and, upon Seller’s request, shall provide Seller with evidence of such submission. Without limiting the foregoing, the Buyer shall use diligent and commercially reasonable efforts to obtain the consent of the Franchisor to the transfer of the franchise rights (Accounts and Receipts) and XIV (Insurance) if applicable the transfer of the Franchise Agreement) or a New Franchise Agreement, which shall include, among other things, promptly responding to requests from the Franchisor and Manager shall not commit any act or omit to take any action that would cause otherwise promptly complying with all customary obligations of a default by the Franchisee transferee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions Buyer shall keep Seller informed of the status of Buyer’s efforts to obtain the consent of the Franchisor hereunder. The Seller agrees to reasonably cooperate, at no cost to Seller other than de minimis amounts, with the Buyer and Franchisor in such process. As to any property improvement plan in the New Franchise Agreement, the provisions of Buyer shall agree with Franchisor to accept and be bound only by any property improvement plan substantially the Franchise Agreement shall prevail. Manager shall send promptly same as the property improvement plan heretofore delivered to Owner any and all notices that Manager receives from the Franchisor Buyer with respect to the applicable Hotel or and required by Franchisor in connection with obtaining such consent, and to complete such property improvement plan within the Franchise Agreement and time periods set forth in such property improvement plan. In connection with the transfer of the franchise rights, (i) the Buyer shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager execute any and all notices that Owner receives from customary documentation required by Franchisor, and (ii) the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. Notwithstanding the foregoingBuyer shall promptly pay any and all fees and charges associated therewith (including, Manager shall not have the right to grant without limitation, any consent, approval or other right reserved to the Franchisee transfer fee mandated under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the New Franchise Agreement. In ). (b) Either party shall have the event right to adjourn the Franchise Agreement is terminated Closing Date from time to time for any reason, this Agreement shall also terminate effective as a period not to exceed 60 days in the aggregate for the purpose of obtaining the consent of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” Franchisor under the Franchise Agreement to the extent such obligations relate to the management or operation transfer of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee franchise rights granted under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In Buyer and/or the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as execution and delivery of the date of termination of the New Franchise Agreement, unless the parties hereto agree otherwiseAgreements.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During The Parties acknowledge and agree that the Term of transactions contemplated by this Agreement, subject to Agreement are contingent upon Lessee JV obtaining approval for a new franchise agreement for the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Franchisee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, Hotel under a hotel brand owned by Franchisor (the obligations of “Franchisee” under Sections XIII (Accounts and Receipts) and XIV (Insurance) of the New Franchise Agreement”), which New Franchise Agreement (including the PIP required thereunder) shall be in form and Manager substance in all respects acceptable to and approved by Lessee JV. Prior to or immediately following the Effective Date, Lessee JV shall not commit any act or omit submit its application and application fee to take any action that would cause Franchisor for approval of Lessee JV as its new franchisee at the Hotel (“Franchise Approval”) pursuant a default by the Franchisee under the New Franchise Agreement. Hersha Owner and Hersha Lessee agree to reasonably cooperate with and assist Lessee JV in its pursuit of Franchise Approval, at no material cost to Hersha Owner or Hersha Lessee. Franchise Approval shall be a 25 condition to Hersha Owner’s and Hersha Lessee’s obligation to close and Owner JV’s and Lessee JV’s obligation to close. Owner JV and Lessee JV shall use diligent good faith efforts to obtain Franchise Approval no later than fifteen (15) days prior to the Closing Date, and Owner JV and Lessee JV shall provide Hersha Owner and Lessee Owner with written notice immediately upon obtaining Franchise Approval. In connection with such Franchise Approval, it shall be a condition to Hersha Owner’s obligation to close that the event of existing license agreement between Hersha Lessee and Franchisor (the “Existing Franchise Agreement”) shall have been terminated without material cost to Hersha Owner or Hersha Lessee, and Hersha Owner, Hersha Lessee and any inconsistency between guarantors or co-obligors shall have been expressly released from any further obligations or liability thereunder. Hersha Owner and Hersha Lessee shall have the provisions of right at all times to contact Franchisor in order to confirm that Lessee JV is complying with its obligations under this Agreement and the provisions status of the negotiations of the New Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Franchisee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During the Term of (a) Except as provided in this Agreement, subject the Properties shall at all times be operated in accordance with the terms and conditions of the Franchise Agreements. Borrower shall, or shall cause Operating Lessee to cause Manager to, (i) pay all sums required to be paid by Borrower, Operating Lessee and/or Manager under the availability of adequate fundsFranchise Agreements, Manager shall perform (ii) diligently perform, observe and enforce all of the obligations terms, covenants and conditions of Owner as “Franchisee” the Franchise Agreements, (iii) promptly deliver to Lender a copy of any written notice to Borrower or Operating Lessee of any default by Borrower, Operating Lessee and/or Manager under the Franchise Agreement Agreements and notify Lender of any material default under the Franchise Agreements of which it is aware, (iv) promptly deliver to Lender a copy of any written notice to Franchisor of any default by Franchisor under the Franchise Agreements, (v) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of non-performance, report and estimate (a) received by Borrower or Operating Lessee under the Franchise Agreements and (b) required to be delivered by Borrower, Operating Lessee and/or Manager to Franchisor under the Franchise Agreements, (vi) complete all work required under any PIP on or prior to the Outside Date, (vii) not modify or amend the Franchise Agreements to the extent such obligations relate modification or amendment could reasonably be expected to the management have a Material Adverse Effect, and (viii) except as provided in clause (b) below not terminate, cancel, or operation of the Hotel, including, without limitation, the obligations of “Franchisee” under Sections XIII (Accounts and Receipts) and XIV (Insurance) of replace the Franchise AgreementAgreements, nor replace the Franchisor, nor waive or release any of its rights and Manager shall not commit any act or omit to take any action that would cause a default by the Franchisee remedies under the Franchise AgreementAgreements in any material respect, without Lender’s prior written consent. Each request by Borrower for approval and consent by Lender pursuant to this Section 5.25 shall be in writing and contain a legend in capitalized bold letters on the top of the cover page stating: “LENDER’S RESPONSE IS REQUESTED WITHIN TEN (10) BUSINESS DAYS. LENDER’S FAILURE TO RESPOND WITHIN SUCH TIME PERIOD SHALL RESULT IN LENDER’S CONSENT BEING DEEMED TO HAVE BEEN GRANTED” and Borrower shall include the following documentation with such request all materials reasonably necessary in order for Lender to evaluate such matter. In the event that Lender fails to grant or withhold its approval and consent to such matter within such ten (10) Business Day period (and, in the case of a withholding of consent, stating the grounds therefor in reasonable detail), then, so long as no Event of Default is continuing, Lender’s approval and consent shall be deemed to have been granted. There shall be no administrative or approval fee in connection with this Section 5.25(a), but Borrower shall pay any inconsistency between the provisions of this Agreement out-of-pocket costs and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. expenses incurred by Lender. (b) Notwithstanding the foregoing, Manager provided no Event of Default is continuing, Borrower and/or Operating Lessee shall not have the right, and the right to grant permit Franchisor, without the prior written approval of Lender (but upon prior written notice to Lender), to terminate a Franchise Agreement at an Individual Property; provided, however, it shall be an Event of Default hereunder in the event that within sixty (60) days of the termination of such Franchise Agreement (i) Borrower shall have failed (or shall have failed to cause Operating Lessee in the case of clause (2) hereof) to deliver to Lender either (1) a PIP Guaranty relating to any consent, approval or other right reserved to New PIP contemplated by the Franchisee under the Replacement Franchise Agreement or the Replacement Management Agreement with a Brand Manager or (2) cash to make any decision or agreement on behalf of Owner under be deposited into the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject PIP Reserve Account in an amount equal to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default PIP Required Deposit contemplated by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Replacement Franchise Agreement or the Replacement Management Agreement with a Brand Manager, which cash shall be held and distributed in accordance with the terms of Section 9.9 hereof and (ii) Borrower fails to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the deliver evidence reasonably acceptable to Lender that a Replacement Franchise Agreement or a Replacement Management Agreement with a Brand Manager is terminated for any reason, this in full force and effect at the applicable Individual Property (and such Replacement Franchise Agreement shall also terminate effective as of the date of termination of the Franchise or Replacement Management Agreement, unless as the parties hereto agree otherwisecase may be, shall not violate or be prohibited by any applicable Ground Lease). (c) WITH RESPECT TO THE SHERATON BUCKS COUNTY PROPERTY, THE APPLICABLE BORROWER IS A PARTY TO A LICENSE AGREEMENT WITH THE SHERATON CORPORATON THAT ENABLES IT TO OPERATE A HOTEL USING THE SERVICE XXXX “SHERATON®.” NEITHER THE SHERATON CORPORATION NOR ITS AFFILIATES OWN SUCH HOTEL OR ARE A PARTY TO THIS FINANCING AND HAVE NOT PROVIDED OR REVIEWED, AND ARE NOT RESPONSIBLE FOR, ANY DISCLOSURES OR OTHER INFORMATION SET FORTH HEREIN.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During Seller has or will have entered into the Term Franchise Agreement with the Franchisor governing the use of this Agreementthe Brand for the Hotel prior to Closing. At the Closing, Seller shall assign its interest in the Franchise Agreement to Buyer, and Buyer shall assume Seller’s obligations thereunder arising or required to be performed on and after the Closing Date, subject to the availability of adequate funds, Manager shall perform all consent of the obligations of Owner Franchisor to such assignment and assumption and subject to such amendments thereto as “Franchisee” under the Franchise Agreement may be required or otherwise agreed to the extent such obligations relate to the management or operation of the Hotel, by Buyer (including, without limitation, the obligations of “Franchisee” under Sections XIII (Accounts and Receipts) and XIV (Insurance) of the Franchise Agreement, and Manager shall not commit any act or omit such amendments as may be required to take any action that would cause a default by the Franchisee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manageraccommodate Buyer’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Managerand/or Buyer’s Affiliates’ REIT structure). Notwithstanding the foregoing, Manager shall not have the right at Buyer’s option, in lieu of Seller’s assigning to grant any consent, approval or other right reserved to the Franchisee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under Buyer Seller’s interest in the Franchise Agreement. In , Buyer and the event the Franchise Agreement is terminated for any reasonFranchisor may enter into a new franchise agreement, this Agreement shall also terminate effective as of the date Closing Date, replacing the existing Franchise Agreement and containing terms and conditions acceptable to Buyer. In such case, Seller and the Franchisor shall terminate the existing Franchise Agreement, as of the Closing Date, and Seller shall be solely responsible for all claims and liabilities arising thereunder. Buyer agrees to apply for and use reasonable efforts, and Seller shall cooperate with Buyer, to obtain the Franchisor’s written consent to the assignment to Buyer of the Franchise Agreement (or to a new franchise agreement, as the case may be), together with the assignment to Buyer of all waivers of any brand standard necessary or appropriate for the operation of the Hotel under the Brand. It shall be a condition to Closing for Buyer and Seller that the Franchisor provide the foregoing consent; provided, however, that Buyer shall not be entitled, as a condition to Closing, to require amendments to the Franchise Agreement (or to require a new franchise agreement) that differ in any material respect from the form of franchise agreement which Buyer and the Franchisor have negotiated previously as their standard form of franchise agreement (to the extent such standard form is applicable under the circumstances). Each of Seller and Buyer shall be responsible for paying one-half (1/2) of all costs related to the assignment and amendment of the Franchise Agreement (or to the termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions execution of the Franchise Agreementa new franchise agreement), including but not limited to, the provisions payment of the Franchise Agreement license, application, transfer and similar fees thereunder, provided that Seller shall prevail. Manager shall send promptly to Owner any pay all costs and fees of its attorneys and consultants and all notices that Manager receives from costs associated with any releases or other provisions requested by or for the benefit of Seller, in each case, incurred in connection with such assignment and/or termination and execution of new agreement. Seller shall use commercially reasonable efforts to promptly provide all information reasonably required by the Franchisor in connection with respect to each such assignment and amendment (or in connection with a new franchise agreement), and Seller and Buyer shall diligently pursue obtaining each the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwisesame.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During (a) The parties acknowledge that the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all transfer of the obligations of Owner as “Franchisee” franchise rights granted under the Franchise Agreement to the extent such obligations relate Buyer is subject to the management or operation prior written consent of Franchisor under the Franchise Agreement. Immediately following the date of this Agreement, (i) the Seller shall proceed promptly and in good faith to give the notices required under the Franchise Agreement with respect to the transactions contemplated hereby and (ii) the Buyer shall proceed promptly and in good faith to effect the consent of Franchisor to the transfer of such franchise rights to the Buyer, which may require the execution of a new franchise agreement with Franchisor. Accordingly, the Buyer shall promptly submit to Franchisor a complete application to become a franchisee of Franchisor’s franchise system accompanied by payment of the Hotelapplicable application fee. As part of the application process, the Buyer shall provide any and all information and documentation that Franchisor requires (including, without limitation, financial statements, organizational documents, background information regarding the obligations owners of “Franchisee” under Sections XIII (Accounts the Buyer and Receipts) other documentation supporting its application). Without limiting the foregoing, the Buyer shall use commercially reasonable efforts to obtain the consent of the Franchisor to the transfer of the franchise rights and XIV (Insurance) a new franchise agreement in place of the Franchise Agreement, which may entail promptly responding to requests from Franchisor and Manager otherwise promptly complying with all obligations of a transferee under the Franchise Agreement The Seller agrees to reasonably cooperate, at no cost, in good faith with the Buyer and Franchisor in such process. The Buyer shall not commit agree with Franchisor to accept and be bound by any act or omit property improvement plan required by Franchisor in connection with obtaining such consent (which may consist of the property improvement plan currently incorporated into the Franchise Agreement, and to take complete such property improvement plan within the time periods set forth in such property improvement plan. In connection with the transfer of the franchise rights, the Buyer shall be required to pay any action that would cause a default by the Franchisee and all fees and charges associated therewith (including, without limitation, any transfer fee mandated under the Franchise Agreement). (b) If Franchisor has not agreed to terminate the Franchise Agreement and enter into a new franchise agreement with the Buyer by the then scheduled Closing Date, the Closing Date shall be extended to a date that is the earlier of (i) ten Business Days after receipt of such agreement and (ii) February 28, 2007 (the “Outside Closing Date”). In the event of any inconsistency between Franchisor has not delivered such new franchise agreement by the provisions of Outside Closing Date, the Buyer and the Seller shall each have the option to terminate this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect by written notice to the Hotel or other party (the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Franchisee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement“Termination Option”). In the event the Franchise Agreement Termination Option is terminated for any reasonelected by either the Seller or the Buyer, this Agreement shall also terminate effective as and provided the Buyer is not in default of any of its obligations pursuant to subsection 4.5(a) or otherwise, the date of Exxxxxx Money shall be refunded to the Buyer and neither party shall have any further rights or obligations hereunder except for those that expressly survive the termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During (a) Forthwith after the Term of this Agreement, subject Purchaser has provided Notice to the availability Vendor of adequate fundsthe waiver or satisfaction of the Due Diligence Condition, Manager the Purchaser, entirely at its own cost and expense, shall perform notify the Franchisor of the Transaction, complete the application for a new franchise license agreement, pay the application fee and any PIP fee required by the Franchisor and request the approval of the Franchisor to the sale of the Hotel Assets, a full and absolute release of the Vendor from its obligations under the Franchise Agreement and fulfill all reasonable requests of the Franchisor in connection with the foregoing, all in accordance with Article 9 of the Franchise Agreement. (b) The Purchaser shall use all commercially reasonable efforts to obtain the approval of the Franchisor to the sale of the Hotel Assets and the Transaction and those other matters referred to in Section 4.6(a). The Purchaser shall fulfill, at its own cost and expense, all of the obligations of Owner as “Franchisee” the Vendor under the Franchise Agreement in connection with the application for such approvals, save and except for the monthly franchise fee and all other sums due and payable by the Vendor to the extent Franchisor under the Franchise Agreement in respect of the period up to but not including the Closing Date, provided that the Purchaser shall be responsible for any Approvals Costs, any amount payable in respect of any matter contemplated in any quality assurance report(s) (whether such obligations relate reports are delivered to the management Vendor before or operation after the Effective Date) and any amount payable in respect of any matter contemplated in any property improvement plan(s) between the Vendor and the Franchisor). The Vendor shall have no responsibility to obtain any approvals required under the Franchise Agreement in connection with the Transaction. (c) The Vendor agrees to co-operate with the Purchaser, as the Purchaser may require, in connection with the Purchaser’s efforts to obtain the approvals it is required to obtain pursuant to the provisions of this Agreement with respect to the Franchise Agreement in connection with the Transaction (including completing any forms and providing information required by the Franchisor in connection with the Purchaser’s application and the execution and delivery by the Vendor to the Franchisor at Closing of the Hotel, including, without limitation, general release of the obligations of “Franchisee” under Sections XIII Franchisor and its Affiliates (Accounts and Receiptsas defined in the Franchise Agreement) and XIV (Insurancereferred to in section 9.4(h) of the Franchise Agreement), and Manager shall not commit provided that the Purchaser reimburses the Vendor for any act or omit to take any action that would cause a default reasonable out of pocket third party costs incurred by the Franchisee under the Franchise Agreement. In the event of any inconsistency between the Vendor in providing such co operation. (d) The provisions of this Agreement and Section 4.6 shall survive the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Franchisee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwiseClosing.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During the Term of this AgreementOperating Lessee has delivered to Lender true, subject to the availability of adequate funds, Manager shall perform all correct and complete copies of the obligations Franchise Agreement and the PIP. Operating Lessee represents and warrants to Lender that: (i) the Franchise Agreement is in full force and effect; (ii) Operating Lessee has not previously received or delivered any notice of Owner as “Franchisee” material default under the Franchise Agreement to or the extent such obligations relate to PIP which has not been cured within applicable notice and/or cure periods; (iii) no material default by Operating Lessee or Franchisor currently exists under the management Franchise Agreement or operation the PIP, nor is Operating Lessee aware of any event or condition which if not cured within applicable notice and/or cure periods would result in Operating Lessee or Franchisor being in material default of the Hotel, including, without limitationFranchise Agreement or the PIP; (iv) with respect to each Individual Property, the obligations of “Franchisee” applicable Franchise Agreement and the applicable PIP (if any) set forth the entire agreement between the applicable Franchisor and the applicable Operating Lessee concerning such Individual Property, or any portion thereof, and there are no other agreements, written or oral, to which such Franchisor and such Operating Lessee are parties concerning such Individual Property, or any portion thereof other than the Comfort Letter; (v) other than the PIP Project which shall be performed in accordance with the applicable PIP and the Project Loan Agreement, Operating Lessee has performed all capital or other property improvements currently required to be performed by the franchisee under Sections XIII the Franchise Agreement; (Accounts viii) other than the PIP and Receipts) and XIV (Insurance) of except as expressly set forth in the Franchise Agreement, and Manager shall Operating Lessee has not commit received notice from Franchisor or any act of its subsidiaries or omit to take affiliates of any action that would cause a default by the Franchisee capital or other property improvements or property improvement plans required under the Franchise Agreement. In the event ; (ix) Operating Lessee has no knowledge of any capital or other property improvements which Franchisor is contemplating or considering requiring to be performed by the franchisee under the Franchise Agreement in the future; and (x) neither the Franchise Agreement nor the PIP has been modified, changed, supplemented, altered or amended and Operating Lessee has not released any of its rights or remedies under the Franchise Agreement, in any respect, either orally or in writing. As between Lender, Operating Lessee and Borrower, to the extent of any conflict or inconsistency between the provisions of this Agreement and among the provisions of the Loan Documents and the Franchise AgreementAgreement or any other similar document, the provisions of the Franchise Agreement Loan Documents shall prevailcontrol. Manager shall send promptly Labor Agreements . There are no: (A) collective bargaining agreements and/or other labor agreements to Owner which Borrower or Operating Lessee is a party or by which either of the foregoing is or may be bound; (B) employment, profit sharing, deferred compensation, bonus, stock option, stock purchase, pension, retainer, consulting, retirement, health, welfare, or incentive plans and/or contracts to which Borrower or Operating Lessee or by which either of the foregoing is or may be bound, or (C) plans and/or agreements under which “fringe benefits” (including, but not limited to, vacation plans or programs, and related or similar dental or medical plans or programs, and related or similar benefits) are afforded to employees of Borrower or Operating Lessee. Neither Borrower nor Operating Lessee has violated any applicable laws, rules and all notices that Manager receives from the Franchisor with respect regulations relating to the Hotel employment of labor, including those relating to wages, hours, collective bargaining and the payment and withholding of taxes and other sums as required by appropriate Governmental Authorities. 51 All of the representations and warranties in this Article 4 and elsewhere in the Loan Documents (i) shall survive for so long as any portion of the Debt remains owing to Lender and (ii) shall be deemed to have been relied upon by Lender notwithstanding any investigation heretofore or hereafter made by Lender or on its behalf, provided, however, that the Franchise Agreement representations, warranties and covenants set forth in Section 4.19 shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreementsurvive in perpetuity. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect Notwithstanding anything to the Hotel contrary contained herein, the representations, warranties and covenants set forth in Section 4.19 shall expire upon the fifth (5th) anniversary of (x) the indefeasible repayment in full of the Debt and the “Debt” (as such quoted term is defined in the Project Loan Agreement or (y) the Franchise Agreement date that would require action Lender acquires title to the Property by foreclosure, deed in lieu of foreclosure or compliance on similar proceeding (the part “Release Date”), provided that at the time of Manager. Notwithstanding the foregoingsuch Release Date, Manager Lender receives a Satisfactory Environmental Report, and further provided that such termination of liability under such Section 4.19 shall not apply to any claims that have the right been asserted by any Person prior to grant any consent, approval or other right reserved to the Franchisee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwisefifth (5th) year anniversary.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During On or prior to the Term Determination Date, the Purchaser and the Seller shall enter into a franchise agreement, in form and substance reasonably satisfactory to them (each, a "Franchise Agreement"), with respect to each store designated by the Seller which is the subject of this a Non-Transferred Lease (each, a "Franchised Store"). Each Franchise Agreement shall be substantially identical, and the term of each Franchise Agreement shall be the lesser of the two years ending on the second anniversary of the Determination Date and the remaining term as of the Determination Date of the applicable Non-Transferred Lease. The Franchise Agreement shall provide that the Purchaser shall use reasonable efforts to (a) service the Franchised Stores' in-store inventory range and levels and (b) replenish such inventory, in each case in accordance with the Seller's operating models which shall be supplied to the Purchaser on the Closing Date. Inventory will be sold at a price equal to the Purchaser's cost of such inventory plus three percent (3%), payable in accordance with standard sixty (60) day industry terms. The Purchaser will accept all returns of inventory (except for cut-outs), and will provide full credit for such returns against future purchases. The Purchaser or its Affiliates will poll sales from the electronic point of sale system on a daily basis for sales reporting and replenishment purposes. The Purchaser or its Affiliates will provide the Seller with weekly sales reports. Furthermore, each Franchise Agreement shall provide that the Seller shall pay to the Purchaser a franchise fee equal to fifteen percent (15%) of the store contribution for the applicable store during the first year of the term of such Franchise Agreement, subject to the availability of adequate funds, Manager shall perform all and twenty-five percent (25%) of the obligations of Owner as “Franchisee” under store contribution through the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Franchisee” under Sections XIII (Accounts and Receipts) and XIV (Insurance) remainder of the Franchise Agreement's term. Such payments shall be made on an annual basis sixty (60) calendar days after, to the extent applicable, each of the first anniversary of the Determination Date and Manager shall not commit any act or omit to take any action that would cause a default by the Franchisee under termination of the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. Notwithstanding the foregoing, Manager The Seller shall not have the right to grant transfer or assign any consent, approval or other right reserved to the Franchisee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under without the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as consent of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwisePurchaser.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During Seller has entered into a ______________ (the Term “Existing Franchise Agreement”) with Hilton Hotels (the “Franchisor”) governing the use of the Hotel as a Homewood Suites by Hilton (the “Brand”). At the Closing, Buyer and the Franchisor shall enter into a new franchise agreement, effective as of the Closing Date, replacing the Existing Franchise Agreement and containing terms and conditions acceptable to Buyer. Buyer shall be responsible for the payment and completion of any Franchisor mandated product improvement plan. If Buyer pays the cost for the product improvement plan report (the “PIP Fee”), then, in the event this Contract is terminated and Closing does not occur (other than by reason of Buyer’s default), Seller shall reimburse Buyer for the PIP Fee. Seller and the Franchisor shall terminate the Existing Franchise Agreement, subject as of the Closing Date, and Buyer shall be solely responsible for all claims and liabilities arising thereunder. Seller and Buyer shall use all commercially reasonable efforts to obtain a release of Seller and any other guarantors as described in Section 5.2(d) above. Buyer agrees to apply for and use reasonable efforts, and Seller shall cooperate with Buyer, to obtain the new franchise agreement, together with the assignment to Buyer of all waivers of any brand standard necessary or appropriate for the operation of the Hotel under the Brand. It shall be a condition to Closing for Buyer and Seller that the Franchisor provide the foregoing consent; provided, however, that Buyer shall not be entitled, as a condition to Closing, to require amendments to the availability of adequate funds, Manager shall perform all Existing Franchise Agreement (or to require a new franchise agreement (the “New Franchise Agreement”)) that contains economic terms more favorable to the owner or franchisee than the economic terms of the obligations of Owner as “Franchisee” under the Existing Franchise Agreement or that differ in any other material respect from the form of franchise agreement which Buyer and Franchisor have negotiated previously as their standard form of franchise agreement (to the extent such obligations relate standard forms are applicable under the circumstances). Buyer shall be responsible for all costs related to the management or operation termination of the Hotel, including, without limitation, the obligations of “Franchisee” under Sections XIII (Accounts and Receipts) and XIV (Insurance) of the Existing Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Franchisee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions execution of the Franchise Agreementa new franchise agreement, including but not limited to, the provisions payment of the Franchise Agreement license, application, transfer and similar fees thereunder. Seller shall prevail. Manager shall send use best efforts to promptly to Owner any and provide all notices that Manager receives from information required by the Franchisor in connection with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Franchisee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent each such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreementnew franchise agreement, and Manager Seller and Buyer shall not commit any act or omit to take any action that would cause a default by diligently pursue obtaining each the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwisesame.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During Seller has entered into a (the Term “Existing Franchise Agreement”) with Hilton Hotels (the “Franchisor”) governing the use of the Hotel as a Homewood Suites (the “Brand”). At the Closing, Buyer and the Franchisor shall enter into a new franchise agreement, effective as of the Closing Date, replacing the Existing Franchise Agreement and containing terms and conditions acceptable to Buyer. Buyer shall be responsible for the payment and completion of any Franchisor mandated product improvement plan. If Buyer pays the cost for the product improvement plan report (the “PIP Fee”), then, in the event this Contract is terminated and Closing does not occur (other than by reason of Buyer’s default), Seller shall reimburse Buyer for the PIP Fee. Seller and the Franchisor shall terminate the Existing Franchise Agreement, subject as of the Closing Date, and Buyer shall be solely responsible for all claims and liabilities arising thereunder. Seller and Buyer shall use all commercially reasonable efforts to obtain a release of Seller and any other guarantors as described in Section 5.2(d) above. Buyer agrees to apply for and use reasonable efforts, and Seller shall cooperate with Buyer, to obtain the new franchise agreement, together with the assignment to Buyer of all waivers of any brand standard necessary or appropriate for the operation of the Hotel under the Brand. It shall be a condition to Closing for Buyer and Seller that the Franchisor provide the foregoing consent; provided, however, that Buyer shall not be entitled, as a condition to Closing, to require amendments to the availability of adequate funds, Manager shall perform all Existing Franchise Agreement (or to require a new franchise agreement (the “New Franchise Agreement”)) that contains economic terms more favorable to the owner or franchisee than the economic terms of the obligations of Owner as “Franchisee” under the Existing Franchise Agreement or that differ in any other material respect from the form of franchise agreement which Buyer and Franchisor have negotiated previously as their standard form of franchise agreement (to the extent such obligations relate standard forms are applicable under the circumstances). Buyer shall be responsible for all costs related to the management or operation termination of the Hotel, including, without limitation, the obligations of “Franchisee” under Sections XIII (Accounts and Receipts) and XIV (Insurance) of the Existing Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Franchisee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions execution of the Franchise Agreementa new franchise agreement, including but not limited to, the provisions payment of the Franchise Agreement license, application, transfer and similar fees thereunder. Seller shall prevail. Manager shall send use best efforts to promptly to Owner any and provide all notices that Manager receives from information required by the Franchisor in connection with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Franchisee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent each such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreementnew franchise agreement, and Manager Seller and Buyer shall not commit any act or omit to take any action that would cause a default by diligently pursue obtaining each the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwisesame.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During (a) The parties acknowledge that the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all transfer of the obligations of Owner as “Franchisee” franchise rights granted under the Franchise Agreement to the extent such obligations relate Buyer is subject to the management or operation prior written consent of Franchisor under the Franchise Agreement. Immediately following the date of this Agreement, (i) the Seller shall proceed promptly and in good faith to give the notices required under the Franchise Agreement with respect to the transactions contemplated hereby and (ii) the Buyer shall proceed promptly and in good faith to effect the consent of Franchisor to the transfer of such franchise rights to the Buyer, which may require the transfer of the HotelFranchise Agreement or execution of a new franchise agreement with Franchisor. Accordingly, the Buyer shall promptly submit to Franchisor a complete application to become a franchisee of Franchisor’s franchise system accompanied by payment of the applicable application fee. As part of the application process, the Buyer shall provide any and all information and documentation that Franchisor requires (including, without limitation, financial statements, organizational documents, background information regarding the obligations owners of “Franchisee” under Sections XIII (Accounts the Buyer and Receipts) and XIV (Insurance) other documentation supporting its application). Without limiting the foregoing, the Buyer shall use commercially reasonable efforts to obtain a new franchise agreement in place of the Franchise Agreement, which may entail promptly responding to requests from Franchisor and Manager shall not commit any act or omit to take any action that would cause otherwise promptly complying with all obligations of a default by the Franchisee transferee under the Franchise Agreement. In The Seller agrees to reasonably cooperate, at no cost, in good faith with the event Buyer and Franchisor in such process. The Buyer shall agree with Franchisor to accept and be bound by any property improvement plan required by Franchisor in connection with obtaining such consent (which may consist of any inconsistency between the provisions of this Agreement and the provisions of property improvement plan currently incorporated into the Franchise Agreement), and to complete such property improvement plan within the time periods set forth in such property improvement plan. In connection with the transfer of the franchise rights, the provisions of the Franchise Agreement Buyer shall prevail. Manager shall send promptly be required to Owner pay any and all notices that Manager receives from fees and charges associated therewith (including, without limitation, any transfer fee mandated under the Franchise Agreement). (b) If Franchisor with respect has not agreed to the Hotel or terminate the Franchise Agreement and enter into a new franchise agreement with the Buyer by the originally scheduled Closing Date, the Closing Date shall keep Owner fully informed with respect be extended to all matters a date that come is the earlier of (i) ten Business Days after receipt of such consent and (ii) November 2, 2006 (the “Outside Closing Date”). In the event Franchisor has not delivered such new franchise agreement by the Outside Closing Date, the Buyer and the Seller shall each have the option to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect terminate this Agreement by written notice to the Hotel or other party (the Franchise Agreement that would require action or compliance on the part of Manager. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Franchisee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement“Termination Option”). In the event the Franchise Agreement Termination Option is terminated for any reasonelected by either the Seller or the Buyer, this Agreement shall also terminate effective as and provided the Buyer is not in default of any of its obligations pursuant to subsection 4.5(a) or otherwise, the date of Exxxxxx Money shall be refunded to the Buyer and neither party shall have any further rights or obligations hereunder except for those that expressly survive the termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During On or before November 27, 2015, Purchaser shall send Seller written notice of its election, at its sole and absolute discretion, to (i) have Seller terminate the Term existing Franchise Agreement in accordance with the terms of the Franchise Agreement (which termination shall be at Seller’s sole cost and expense) effective at Closing (if and only if Closing occurs); or (ii) enter into a new franchise agreement or take an assignment of the existing Franchise Agreement with Franchisor at Closing (in each instance, at Purchaser’s sole cost and expense), in each case of this clause (ii), pursuant to Franchisor’s acceptance of the Material Franchise Terms (as defined below); provided, however, in the event that Purchaser has not made its election on or before November 27, 2015, Purchaser shall have up to an additional fourteen (14) days in which to make the election hereof by notifying Seller in writing of its need to extend the election period under this Section 4.9 up to December 11, 2015; provided further, that if Purchaser elects to cause Seller to terminate the existing Franchise Agreement and such extension makes it impossible for Seller to provide its requisite sixty (60) days advance written notice of the termination of the existing Franchise Agreement due to the Closing of the sale of the Hotel as required under the Franchise Agreement, subject then the Closing Date shall be extended day-for-day as necessary to permit Seller to provide such sixty (60) days’ prior written notice to Franchisor unless such prior notice is waived in writing by Franchisor. So long as Purchaser complies with its obligations set forth in this Section 4.9, it shall be a condition to Purchaser’s obligation to Closing that Franchisor shall have (a) consented to the availability of adequate funds, Manager shall perform all assignment of the Franchise Agreement to Purchaser at Closing in accordance with the terms of the Franchise Agreement or (b) entered into a new hotel franchise agreement with Purchaser or its designee as amended (in the case of an assignment) or upon the form included in Franchisor’s current Franchise Disclosure Document (“FDD”) (in the case of a new hotel franchise agreement), in each instance of clauses (a) and (b), modified to reflect (1) those commercially reasonable changes that are consistent with the terms of the most recent franchise agreement between Franchisor and Purchaser or Affiliates of Purchaser and (2) those terms set forth on Exhibit W attached hereto (collectively, the “Material Franchise Terms”). Notwithstanding the foregoing, in the event that Purchase elects to have Seller terminate the existing Franchise Agreement and Purchaser elects enter into a new franchise agreement with any hotel brand or collection of brands other than with Franchisor (the “New Brand”), then so long as Purchaser complies with its obligations set forth in this Section 4.9, it shall be a condition to Purchaser’s obligation to Closing that such new franchisor shall have entered into a new hotel franchise agreement with Purchaser or its designee upon the form included in such new franchisor’s current FDD and those terms set forth on Exhibit W attached hereto (collectively, the “New Brand Material Franchise Terms”). Franchisor’s written confirmation (or its customary equivalent) to, at Closing, enter into such franchise agreement with Purchaser upon the Material Franchise Terms or, in the case of a New Brand, such new franchisor’s written confirmation (or its customary equivalent) to, at Closing, enter into such franchise agreement with Purchaser upon the New Brand Material Franchise Terms (as applicable, the “Franchisor Approval”). Promptly after Purchaser makes its election under this Section 4.9 (and not later than five (5) Business Days thereafter), Purchaser shall file its application for the assignment of the Franchise Agreement or the issuance of a new franchise agreement with Franchisor or the New Brand, as applicable, and together therewith pay all required application fees; provided, however, in the event Franchisor does not allow Purchaser to promptly submit such application due to any legally mandated so-called “cooling-off” period, then such five (5) Business Day period set forth in this sentence shall be extended on a Business-Day-by-Business Day basis to accommodate the legally mandated cooling-off period. Purchaser shall use commercially reasonable efforts to pursue and negotiate in good faith the new franchise agreement and the Franchisor Approval with Franchisor or such New Brand, as applicable, on or before January 15, 2016 and Purchaser shall undertake all such acts as may be reasonably necessary for obtaining Franchisor Approval (including, but not limited to, the payment of any fees to Franchisor) to satisfy the closing condition set forth in Section 9.1(e) in accordance with the terms of this Section 4.9 on or prior to the Closing Date. Purchaser expressly acknowledges that (a) Seller has entered into this Agreement on the basis that no termination costs, fees or expenses or liquidated damages shall be due and payable by Seller pursuant to the terms of the existing Franchise Agreement as a result of the termination or assignment of the Franchise Agreement in connection with the sale of the Property to Purchaser, and (b) Seller must receive a written release from Franchisor, on Franchisor’s current standard form, of any obligations of Owner as “Franchisee” Seller or any of its Affiliates under the Franchise Agreement first arising from and after Closing (including pursuant to any guaranties from Seller or any of its Affiliates pursuant to the extent such obligations relate Franchise Agreement but expressly excluding any amounts due and owing (or otherwise incurred or accrued) prior to the management Closing Date other than any liquidated damages). If Closing occurs and Purchaser, its Affiliates or operation of its designee has assumed the Hotel, including, without limitation, Franchise Agreement (or committed to assume the obligations of “Franchisee” under Sections XIII (Accounts and ReceiptsFranchise Agreement in accordance with Section 4.9) and XIV (Insurance) such party has taken any act or failed to act and as a direct result thereof, Seller or any of its Affiliates is responsible for any termination fee, liquidated damages or similar fees or penalties under the Franchise Agreement, Purchaser shall be responsible for, and Manager shall not commit save, protect, defend, indemnify and hold Seller (and any Affiliate of Seller) harmless from any such termination fees, liquidated damages or similar costs, fees and penalties in connection with Purchaser’s act or omit failure to take act; provided, however, that for avoidance of doubt, if the Closing does not occur, Purchaser shall have no obligation to save, protect, defend, indemnify and hold Seller (or any action that would cause Affiliate of Seller) harmless therefrom unless the Closing does not occur as a result of a default by the Franchisee Purchaser and in connection therewith Seller or any Affiliate of Seller is responsible for termination fees, liquidated dates or similar costs, fees and penalties under the Franchise Agreement. In Except to the event of any inconsistency between extent not permitted in connection with the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions assignment of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any Purchaser (if and all notices that Manager receives from the Franchisor with respect only if Purchaser elects to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under assume the Franchise Agreement), Seller shall terminate the Potential Development Agreement at its sole cost and expense, effective, if and only if, Closing occurs. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Franchisee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Licensee under the Franchise Agreement. In the event of any inconsistency between the The provisions of this Agreement and Section 4.9 shall survive the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwiseClosing.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During The Improvements on the Term of this Agreement, subject to Properties shall be operated under the availability of adequate funds, Manager shall perform all terms and conditions of the obligations of Owner as “Franchisee” Franchise Agreements. Borrower shall cause Mortgage Borrower to (i) pay all sums required to be paid by Mortgage Borrower under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Franchisee” under Sections XIII (Accounts and Receipts) and XIV (Insurance) of the Franchise Agreement, (ii) diligently perform, observe and Manager enforce all of the terms, covenants and conditions of the Franchise Agreement on the part of Mortgage Borrower to be performed, observed and enforced to the end that all things shall not commit be done which are necessary to keep unimpaired the rights of Mortgage Borrower under the Franchise Agreement, (iii) promptly notify Lender of the giving of any act notice to Borrower or omit to take Mortgage Borrower of any action that would cause a default by Mortgage Borrower in the Franchisee performance or observance of any of the terms, covenants or conditions of the Franchise Agreement on the part of Mortgage Borrower to be performed and observed and deliver to Lender a true copy of each such notice, and (iv) if applicable, promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice, report and estimate received by it under the Franchise Agreement. In Borrower shall cause Mortgage Borrower not to, without the event prior consent of any inconsistency between Lender, surrender the provisions of this Franchise Agreement and or terminate or cancel the provisions of Franchise Agreement or modify, change, supplement, alter or amend the Franchise Agreement, in any material respect, either orally or in writing, and Borrower hereby assigns to Lender as further security for the provisions payment of the Franchise Agreement shall prevail. Manager shall send promptly Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights and privileges of Mortgage Borrower to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Franchisee under surrender the Franchise Agreement or to make terminate, cancel, materially modify, change, supplement, alter or amend the Franchise Agreement in any decision respect, and any such surrender of the Franchise Agreement or agreement termination, cancellation, material modification, change, supplement, alteration or amendment of the Franchise Agreement without the prior consent of Lender shall be void and of no force and effect. Subject to the rights of Mortgage Lender, if Mortgage Borrower shall default in the performance or observance of any material term, covenant or condition of the Franchise Agreement on the part of Mortgage Borrower to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Borrower shall permit Lender to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Franchise Agreement on the part of Mortgage Borrower to be performed or observed to be promptly performed or observed on behalf of Owner Mortgage Borrower, to the end that the rights of Mortgage Borrower in, to and under the Franchise Agreement shall be kept unimpaired and free from default; provided however, Lender shall have no such obligation to perform any such action. Borrower shall cause Lender and any Person designated by Lender to have the right to enter upon the Properties at any time and from time to time for the purpose of taking any such action. If Franchisor shall deliver to Lender a copy of any notice sent to Borrower and Mortgage Borrower of default under the Franchise Agreement. In the event the Franchise Agreement is terminated , such notice shall constitute full protection to Lender for any reasonaction taken or omitted to be taken by Lender in good faith, this Agreement in reliance thereon. Borrower shall also terminate effective as cause Mortgage Borrower to, from time to time, use its best efforts to obtain from Franchisor such certificates of estoppel with respect to compliance by Mortgage Borrower with the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions terms of the Franchise Agreement as may be requested by Lender. Borrower shall prevail. Manager shall send promptly cause Mortgage Borrower to Owner any and all notices that Manager receives from exercise each individual option, if any, to extend or renew the Franchisor with respect to the Hotel or term of the Franchise Agreement and upon demand by Lender made at any time within one (1) year of the last day upon which any such option may be exercised. Any sums expended by Lender pursuant to this paragraph shall keep Owner fully informed with respect bear interest at the Default Rate from the date such cost is incurred to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination payment to Lender, shall be deemed to constitute a portion of the Franchise AgreementDebt, unless shall be secured by the parties hereto agree otherwiselien of the Pledge Agreement and the other Loan Documents and shall be immediately due and payable upon demand by Lender therefor.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During (a) Each of Borrower and Operating Lessee shall (i) cause the Term of this Agreement, subject hotel located on the Property to be operated pursuant to the availability of adequate fundsFranchise Agreement; (ii) promptly perform and observe, Manager shall perform in all material respects, all of the obligations of Owner as “Franchisee” covenants required to be performed and observed by it under the Franchise Agreement and do all things reasonably necessary to preserve and to keep unimpaired its material rights thereunder; (iii) promptly notify Lender of any default under the extent such obligations relate Franchise Agreement of which it is aware; (iv) promptly upon request deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by it under the management or operation of the Hotel, Franchise Agreement (including, without limitation, notices of default, notices concerning any of the obligations trademarks licensed under the Franchise Agreement and notices requiring Borrower to perform any repairs, alterations, improvements or remodeling to the Property); (v) promptly enforce in a commercially reasonable manner the performance and observance of “Franchisee” all of the material covenants required to be performed and observed by the Franchisor under Sections XIII the Franchise Agreement; and (Accounts vi) deliver any franchisor comfort letters reasonably requested by Lender in form and Receiptssubstance reasonably acceptable to Lender. In addition, neither Borrower nor Operating Lessee shall not, without Lender’s prior consent (A) and XIV surrender, terminate or cancel the Franchise Agreement or reject the Franchise Agreement in a proceedings under Creditor’s Rights Laws; (InsuranceB) reduce or consent to the reduction of the term of the Franchise Agreement; (C) materially increase or consent to the material increase of the amount of any charges under the Franchise Agreement; (D) otherwise modify, change, supplement, alter or amend, or waive or release any of its rights and Manager shall not commit remedies under, the Franchise Agreement in any act material respect or omit to take any action that would cause (E) suffer or permit the occurrence or continuance of a default by the Franchisee beyond any applicable cure period under the Franchise Agreement if such default permits Franchisor to terminate or cancel the Franchise Agreement. (b) Neither Borrower nor Operating Lessee shall enter into any franchise or similar agreement other than the Franchise Agreement or renew the Franchise Agreement, in each case, without the prior written consent of Lender, which consent may be withheld in Lender’s sole and absolute discretion and may, at Lender’s option, be conditioned upon, among other things, Lender’s receipt of a Rating Agency Confirmation. Without limitation of the foregoing, any renewal or replacement of the Franchise Agreement shall be with a Qualified Franchisor pursuant to a Replacement Franchise Agreement. In the event that the Franchise Agreement expires or is terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any inconsistency between termination or modification of the Franchise Agreement in accordance with the terms and provisions of this Agreement), Borrower and/or Operating Lessee shall, commensurately with such expiration or termination, enter into a Replacement Franchise Agreement and with Franchisor or another Qualified Franchisor, as applicable. (c) By no later than the provisions earlier of (i) twelve (12) months prior to the then current expiration date of the Franchise Agreement or (ii) the earliest renewal notice period permitted under the Franchise Agreement, the provisions Borrower and/or Operating Lessee shall have (1) either (A) applied for renewal of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any or (ii) applied for a replacement franchise agreement for the Property with a franchisor approved by Lender and all notices that Manager receives from the Franchisor with respect (2) obtained Lender’s prior written consent to the Hotel foregoing. (d) Borrower and/or Operating Lessee shall provide Lender with no less than sixty (60) days prior written notice (such notice date, the “Franchise Notice Date”) of any renewal or replacement of the Franchise Agreement and shall keep Owner fully informed with respect (the “Franchise Replacement”). On or prior to all matters that come to Manager’s attention under the Franchise Agreement. LikewiseNotice Date, Owner Borrower shall send promptly provide, or shall cause Operating Lessee to Manager any provide, Lender a draft of the proposed replacement or renewal franchise agreement and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Franchisee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, documentation and information related thereto (including, without limitation, any applicable PIP requirements). Each of the obligations foregoing shall be subject to Lender’s prior written approval. In connection with the foregoing, Lender shall have the right, at the sole cost and expense of Borrower, to engage third party consultant(s) to review and approve each of the foregoing. The terms and conditions of this subsection (d) shall not be deemed to limit the other terms and conditions hereof or of the other Loan Documents. Notwithstanding the foregoing or anything herein to the contrary, Lender hereby approves the New Cleveland Franchise Agreement as a Franchise Replacement and consents to the termination of the Current Cleveland Franchise Agreement on or about March 3, 2013. (e) Borrower shall provide, or shall cause Operating Lessee to provide, Lender prior written notice of any new PIP (the “Licensee” New PIP”) required in connection with the Franchise Agreement (including, without limitation, any Franchise Replacement). Borrower shall not agree to any New PIP without Lender’s prior written consent thereto (which such consent may be conditioned upon, among other things, Lender’s engagement, at the sole cost and expense of Borrower, of third party consultant(s) to review and approve the New PIP). Prior to the effective date that any New PIP is imposed under Paragraphs 6, 7 and 8 of the Franchise Agreement, Borrower shall deposit an amount equal to one hundred twenty-five percent (125%) of the cost of such new PIP as estimated by Borrower and Manager approved by Lender (the “PIP Deposit Amount”), with such amount to be held in an account with Lender and shall not commit any act be deemed an “Account” and “Reserve Account” (each as defined in the Cash Management Agreement) hereunder. Provided no Event of Default has occurred and is continuing, upon Lender’s receipt of evidence reasonably satisfactory to Lender that the New PIP has been completed and paid for in full or omit to take any action that would cause will be paid for in full upon such disbursement, in a default by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement good, workmanlike and lien free manner in accordance with applicable Legal Requirements and the provisions terms and conditions hereof and of the Franchise Agreementother Loan Documents, Lender shall release the provisions of PIP Deposit Amount to or as directed by Borrower. (f) Borrower shall complete and pay for in full any PIP in a good, workmanlike and lien free manner within the Franchise Agreement shall prevailtime-frame set forth in the PIP. Manager shall send promptly To the extent that Operating Lessee fails to Owner perform any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee obligation under the Franchise Agreement or (including, without limitation, any obligation to perform any PIP), Borrower hereby grants Lender the right, as Borrower’s and/or Operating Lessee’s attorney-in-fact (which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest), to perform any such obligation and, if required, to enter the Property in order to perform the same. The aforesaid right of Lender shall be exercisable by Lender at Lender’s option and in Lender’s reasonable discretion. Any exercise by Lender of the aforesaid right shall be deemed exercised in accordance with the applicable terms and conditions hereof and of the other Loan Documents. (g) Following the occurrence and during the continuance of an Event of Default, neither Borrower nor Operating Lessee shall exercise any rights, make any decision decisions, grant any approvals or agreement on behalf of Owner otherwise take any action under the Franchise Agreement. In Agreement without the event the Franchise Agreement is terminated for any reasonprior consent of Lender, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwisewhich consent may be withheld in Lender’s sole discretion.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During (a) Purchaser may instruct Seller to terminate the Term Franchise Agreement with such termination to be effective as of the Closing Date, in Purchaser's sole discretion, provided that in such event Purchaser shall be solely responsible for the payment of liquidated damages, termination fees, costs or other liabilities arising from or related to the termination of such Franchise Agreement and shall indemnify and hold harmless Seller therefrom. The preceding provisions of this Section 11.2 shall survive the Closing or earlier ------------ termination of this Agreement. (b) As between Seller and Purchaser, subject to Seller shall be solely responsible for obtaining, at its sole cost and expense, the availability of adequate funds, Manager shall perform all Franchisor Comfort Letters and the consent of the obligations of Owner as “Franchisee” under the Franchise Agreement franchisor, if required pursuant to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Franchisee” under Sections XIII (Accounts and Receipts) and XIV (Insurance) of the Franchise Agreement, and Manager to the transactions described in this Agreement; provided that the failure of Seller to obtain such Franchisor Comfort Letters or the consents of the franchisor, after using commercially reasonable, good faith efforts to do so in accordance with Section 8.1(o), shall not commit any act or omit to take any action that would cause be a default under this Agreement; -------------- provided further that Seller's obligation and liability to pay administrative fees imposed by the Franchisee under franchisor for such Franchisor Comfort Letters, such consents or otherwise in connection with the Franchise Agreementtransaction contemplated by this Purchase Agreement shall be limited to the first One Hundred Thousand Dollars ($100,000) of the collective administrative fees required by the franchisor and by any franchisor in connection with the transactions contemplated by the Other Agreements and one-half of all amounts in excess thereof, and Purchaser hereby covenants and agrees to pay the other one-half of such administrative fees in excess of One Hundred Thousand Dollars ($100,000). In no event shall the requirement of payment of administrative fees constitute a reason for Purchaser to fail to close on the Property. (c) In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of Purchaser directs Seller to terminate the Franchise Agreement shall prevail. Manager shall send promptly pursuant to Owner any this Section 11.2 and all notices that Manager receives intends to cause Operating ------------ Lessee, as lessee, to enter into a new franchise agreement at the Closing and has a binding commitment from the Franchisor with respect new franchisor for the same (subject to reasonable conditions), Seller and Purchaser hereby agree to negotiate in good faith to an adjustment of the rent payable pursuant to the Hotel Operating Lease for the Property, based on the terms and conditions of the new franchise agreement and its anticipated effect on Gross Revenues (as defined in the Operating Lease). (d) Notwithstanding anything to the contrary contained herein (including without limitation subparagraph (b) above), if in connection with the transaction contemplated by this Agreement or the obtaining of the Franchisor Comfort Letters or franchisor consents, the franchisor requires any capital improvement to be made at the Property (hereinafter, a "PIP"), Purchaser shall be solely responsible for the cost and expense of the same. In no event shall the requirement of a PIP constitute a reason for Purchaser to fail to close on the Property. In lieu of agreeing to any PIP requirement, Purchaser may direct Seller to terminate the Franchise Agreement and shall keep Owner fully informed with respect as provided in Section 11.2(a). If --------------- any such PIP requirement is imposed solely as a result of Purchaser's request for a Franchisor Comfort Letter, Purchaser may waive the delivery of such Franchisor Comfort Letter as a condition to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Franchisee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwiseClosing.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During (a) Purchaser acknowledges that the Term Franchise Agreement provides that, in the event of a proposed sale or lease of the Hotel, Franchisor shall have a right of first offer with respect thereto. Promptly following the Effective Date, Seller shall use commercially reasonable efforts to obtain Franchisor’s waiver of such right. If Franchisor asserts that it has the right to purchase the Hotel and notifies Seller that it intends to exercise its right to purchase the Hotel, Seller shall so notify Purchaser within two (2) business days, this Agreement shall terminate, neither party to this Agreement shall thereafter have any further rights or liabilities under this Agreement except with respect to those provisions that specifically provide that they survive the termination of this Agreement, subject and Escrow Agent shall return the Exxxxxx Money to Purchaser and Purchaser shall be entitled to payment from Seller of (i) Purchaser’s actual third-party out of pocket due diligence costs, including outside legal fees, in connection with this transaction in an amount not to exceed Fifty Thousand Dollars ($50,000) and (ii) Purchaser’s actual non-refundable fees and costs paid by Seller to Franchisor in connection with obtaining a new license or franchise agreement for the availability Property, in an amount not to exceed Seventy Five Thousand Dollars ($75,000). If Franchisor exercises its right to purchase the Hotel, but fails to consummate the purchase, then Purchaser shall have the option (which may be exercised in Purchaser’s sole discretion within thirty (30) days after Purchaser’s receipt of adequate funds, Manager shall perform all notice that Franchisor has failed to consummate the purchase) to reinstate the effectiveness of this Agreement and to complete the obligations of Owner as “Franchisee” under the Franchise Agreement to the extent such obligations relate to the management or operation purchase of the Hotel, includingin which case the date of reinstatement shall become the new Effective Date. (b) Purchaser shall promptly and in good faith seek to obtain a new license or franchise agreement from Franchisor or from another hotel franchisor (“Other Franchisor”), without limitationor to assume the existing Franchise Agreement from the Franchisor, the obligations of “Franchisee” under Sections XIII (Accounts and Receipts) and XIV (Insurance) of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Franchisee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the in accordance with all applicable provisions of the Franchise Agreement, including without limitation providing such financial and other information regarding Purchaser as may be reasonably required by the provisions Franchisor or by the Other Franchisor, as appropriate. In connection therewith, Seller shall, at no cost to Seller, cooperate in all reasonable respects with Purchaser in connection with such application for a new license or franchise agreement or for the assumption of the existing Franchise Agreement. At Seller’s expense, Seller has caused Franchisor to inspect the Hotel and issue a property improvement plan which identifies improvements necessary to maintain a franchise agreement with Franchisor upon a sale of the Hotel (the “PIP”). Purchaser acknowledges and agrees that it shall be Purchaser’s obligation to diligently pursue a transfer of the Franchise Agreement or a new license or franchise agreement for the Hotel from Franchisor or an Other Franchisor. Purchaser shall prevail. Manager pay all application fees, transfer fees and similar amounts as may be required by Franchisor or by such Other Franchisor, as appropriate, in connection with the issuance of a new license or franchise agreement to Purchaser or the assumption of the existing Franchise Agreement by Purchaser; provided, however, that Seller shall send promptly to Owner pay any and all notices that Manager receives from termination fees or termination costs relating to the Franchisor existing Franchise Agreement, if any. Seller shall have no obligation with respect to the Hotel PIP or other work requirement agreed to by Purchaser. (c) Notwithstanding anything to the contrary set forth in Section 4.11(b), Purchaser shall have the right not to assume the existing Franchise Agreement or not to obtain a new license or franchise agreement from Franchisor or an Other Franchisor, as applicable. (d) If Purchaser shall neither assume the Franchise Agreement and nor obtain a new license or franchise agreement from Franchisor, then at the Closing, Seller shall keep Owner fully informed with respect be entitled to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives remove from the Property and return to Franchisor in accordance with respect to the Hotel or the Franchise Agreement that would require action all items of personal property marked with Franchisor’s name or compliance on the other marks, such items shall not be a part of Manager. Notwithstanding the foregoing, Manager Purchased Assets and Purchaser shall not have receive no credit against the right to grant any consent, approval or other right reserved to the Franchisee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective Purchase Price as a result of the date removal of termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives items from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwiseProperty.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During the Term of this (a) The Borrower, if a franchisee or franchisor under a Franchise Agreement, subject is and will continue to be in good standing under such Franchise Agreement in all material respects. The termination date of such Franchise Agreement is scheduled to occur after the maturity date of the Promissory Note. The Borrower, if a franchisee or franchisor under a Franchise Agreement, has not breached and is not in default under the Franchise Agreement in any material respect; the Borrower shall not terminate, fail to renew, breach or be in default under the Franchise Agreement in any material respect; and the Borrower has no knowledge of any claim of (or basis for any claim of) any such termination, non-renewal, material breach or default. The Borrower agrees to fully comply, at the Borrower's own cost and expense, with the terms of the License and the Franchise Agreement (including any renewal option) in all material respects and to promptly notify the Secured Party of any material adverse development with regard to the availability Franchise Agreement or the License, including any claim of adequate fundsa material breach of or default under, Manager shall perform all or threat of non-renewal or termination of or litigation involving the obligations Franchise Agreement or the License. (b) Borrower agrees that until such time as Borrower's Obligations under the Loan Documents (including the Promissory Note) have been fully satisfied, if, whether because of Owner as “Franchisee” under a change in the Franchise Agreement, applicable law or otherwise, Borrower is able to grant a security interest in the Franchise Agreement to the extent such obligations relate Secured Party to the management secure its Obligations without Franchisor's consent and without breaching or operation of the Hotel, including, without limitation, the obligations of “Franchisee” defaulting under Sections XIII (Accounts and Receipts) and XIV (Insurance) of the Franchise Agreement, Borrower agrees to promptly grant such security interest in favor of the Secured Party and Manager shall not commit to obtain, procure, execute and deliver, file and affix such further agreements (including modification of the Security Agreement), assignments, instruments, documents, notices, statements, writings (including financing statements), powers (including LOAN AND SECURITY AGREEMENT -- PAGE 12 SYBRA, INC./LOAN XX. 000 XXXX'X/XXXXXX, XXXXX stock and bond powers, and powers of attorney), tax stamps and information, and to do or cause to be done all such further acts and things (including the execution, delivery and filing of financing statements on Form UCC-1) as Secured Party may reasonably request, from time to time, in its discretion, in connection with such security interest and the perfection thereof. Without limiting the foregoing, Borrower authorizes Secured Party to the extent permitted by law to execute and file, or file without Borrower's signature, any act and all financing statements, amendments thereto and continuations thereof as Secured Party deems necessary or omit to take any action that would cause a default by appropriate in connection therewith. (c) Until such time as the Franchisee Obligations of Borrower under the Franchise Agreement. In Loan Documents (including the event of any inconsistency between Promissory Note) have been fully satisfied, Borrower agrees to make one or more timely elections to renew the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions term of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from in accordance with the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Franchisee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions terms of the Franchise Agreement for a period which extends beyond the Maturity Date (as defined in the Promissory Note) of the Loan and shall prevail. Manager shall send promptly use its reasonable best efforts to Owner satisfy any and all notices that Manager receives conditions to any such renewal, and to obtain, procure, execute and deliver, file and affix such further agreement, instruments, documents, notices, statements, writings, powers and information, and to do or cause to be done all such further acts and things as Secured Party may reasonably request, from the Franchisor time to time, in its discretion, in connection with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwiseBorrower's Obligations set forth herein.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During Borrower will cause the Term of this Agreement, subject hotel located on the Property to be operated pursuant to the availability of adequate funds, Manager shall Franchise Agreement. Borrower will (i) promptly perform and/or observe all of the obligations of Owner as “Franchisee” covenants and agreements required to be performed and observed by it under the Franchise Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder, (ii) promptly notify Lender of any default under the Franchise Agreement of which it is aware, (iii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by it under the Franchise Agreement, and (iv) promptly enforce the performance and observance of all of the covenants and agreements required to be performed and/or observed by the Franchisor under the Franchise Agreement. If Borrower will enter into any new or amended Franchise Agreement, Lender will receive within 30 days following the execution of such Franchise Agreement a Subordination Agreement from the Franchisor which is in form and substance reasonably acceptable to Lender and, without limiting the foregoing, pursuant to which Franchisor will agree (i) that Lender will have the right, but not the obligation, to cure any defaults under the Franchise Agreement, (ii) to give Lender written notice of, and a reasonable time to cure, any default of Borrower under the Franchise Agreement, (iii) not to assert against Lender any defaults which by their nature are personal to Borrower and not curable by Lender, (iv) to allow Lender, at Lender’s option, to either terminate the Franchisor upon the occurrence of an Event of Default or to require Franchisor to attorn to enter into a new Franchise Agreement with Lender on substantially the same terms as the existing Franchise Agreement, (v) that, if Lender or its Affiliate will acquire title to the extent such obligations relate Property, Lender or its Affiliate will have an option to succeed to the management interest of Borrower under the Franchise Agreement without payment of any fees to Franchisor, (vi) that the Franchise Agreement will remain in effect during any foreclosure proceedings by Lender provided Lender cures all monetary defaults under the Franchise Agreement, (vii) not to modify, cancel, surrender or operation otherwise terminate the Franchise Agreement during the Term without the consent of Lender, and (viii) that if Lender or its Affiliate succeeds to Borrower’s interest under the Franchise Agreement, Lender may assign its rights therein to any entity which acquires the Property from Lender or its Affiliate (subject to Franchisor’s reasonable approval). Borrower will not, without Lender’s prior written consent (i) surrender, terminate or cancel the Franchise Agreement, (ii) reduce or consent to the reduction of the Hotel, including, without limitation, the obligations of “Franchisee” under Sections XIII (Accounts and Receipts) and XIV (Insurance) term of the Franchise Agreement, and Manager shall not commit (iii) increase or consent to the increase of the amount of any act or omit to take any action that would cause a default by the Franchisee charges under the Franchise Agreement. In the event , or (iv) otherwise modify, change, supplement, alter or amend, or waive or release any of any inconsistency between the provisions of this Agreement its rights and the provisions of the Franchise Agreementremedies under, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. LikewiseWithout in any way limiting the covenants set forth in the Loan Documents, Owner shall send promptly Borrower will: (i) cause the hotel located on the Property to Manager any be operated, repaired and all notices that Owner receives maintained as a well-maintained hotel, providing amenities, services and facilities substantially equivalent to hotels of similar average room rate and targeted market segment from time to time operating in the Franchisor with respect same or comparable geographic area of the Property, taking into consideration the age and location of the hotel located on the Property and (ii) maintain Inventory in amounts sufficient to meet the hotel industry standard for hotels comparable to the Hotel or the Franchise Agreement that would require action or compliance hotel located on the part of Manager. Notwithstanding Property and at levels sufficient for the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Franchisee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotelhotel located on the Property at full occupancy levels. ​ LOAN AGREEMENT, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise.PAGE 28 ​ ​

Franchise Agreement. [FOR MARRIOTT BRANDS:] During the Term of (a) Except as provided in this Agreement, subject the Properties shall at all times be operated in accordance with the terms and conditions of the Franchise Agreements. Borrower shall, or shall cause Operating Lessee to cause Manager to, (i) pay all sums required to be paid by Borrower, Operating Lessee and/or Manager under the availability of adequate fundsFranchise Agreements, Manager shall perform (ii) diligently perform, observe and enforce all of the obligations terms, covenants and conditions of Owner as “Franchisee” the Franchise Agreements, (iii) promptly deliver to Lender a copy of any written notice to Borrower or Operating Lessee of any default by Borrower, Operating Lessee and/or Manager under the Franchise Agreement Agreements and notify Lender of any material default under the Franchise Agreements of which it is aware, (iv) promptly deliver to Lender a copy of any written notice to Franchisor of any default by Franchisor under the Franchise Agreements, (v) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of non-performance, report, and estimate (a) received by Borrower or Operating Lessee under the Franchise Agreements and (b) required to be delivered by Borrower, Operating Lessee and/or Manager to Franchisor under the Franchise Agreements, (vi) complete all work required under any PIP on or prior to the Outside Date, (vii) not modify or amend the Franchise Agreements to the extent such obligations relate modification or amendment could reasonably be expected to have a Material Adverse Effect, and (viii) not terminate, cancel, or replace the Franchise Agreements (except as provided in subsection (b) below), nor replace the Franchisor, nor waive or release any of its rights and remedies under the Franchise Agreements in any material respect, without Lender’s prior written consent. Each request by Borrower for approval and consent by Lender pursuant to this Section 5.25 shall be in writing and be subject to the management Deemed Approval Standard. (b) Notwithstanding the foregoing, provided no Event of Default is continuing, Borrower shall have the right (or operation Borrower shall have the right to permit or cause Operating Lessee to permit Franchisor to), without the prior written approval of Lender (but upon prior written notice to Lender), to terminate a Franchise Agreement at an Individual Property; provided, however, it shall be an Event of Default hereunder in the Hotelevent that (A) Borrower shall have failed to pay (or failed to cause Operating Lessee to pay) any termination fee or other amounts due to such Franchisor pursuant to the applicable Franchise Agreement within the time period specified in such Franchise Agreement, unless contested in good faith, (B) Borrower shall have failed to comply with the terms and provisions of Section 9.9 hereof, including, without limitation, failed to make the obligations of “Franchisee” under Sections XIII deposit required in connection with any New PIP pursuant to and in accordance with Section 9.9 hereof or (Accounts and ReceiptsC) and XIV within sixty (Insurance60) days of the termination of such Franchise Agreement, Borrower fails to (or fails to cause Operating Lessee to) deliver evidence reasonably acceptable to Lender that a Replacement Franchise Agreement with a Qualified Franchisor or a Replacement Management Agreement with a Brand Manager is in full force and Manager shall not commit any act or omit to take any action that would cause effect at the applicable Individual Property. (c) The Individual Property commonly known as the Hilton Garden Inn Austin and located in Austin, Texas, failed its most recent “quality assurance” inspection. Attached hereto 00000000.00.XXXXXXXX 97 as Schedule 5.25 is a default by the Franchisee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement true, correct and the provisions complete list of the Franchise repairs required to be completed in order to resolve such quality assurance inspection failure. Borrower hereby covenants and agrees to complete such repairs to the extent necessary to resolve such failure in accordance with this Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the related Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Franchisee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwiseapplicable laws.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During (a) Buyer acknowledges and agrees that the Term purchase and sale contemplated by this Agreement is intended to constitute a “Transfer” as defined in the Existing Franchise Agreement. (b) No later than three (3) Business Days after the Effective Date, Buyer shall complete and submit to Franchisor its then-current questionnaire as contemplated by its then- current franchise disclosure document. From and after the Effective Date and through the Closing Date, Buyer shall proceed promptly and diligently to (i) complete and submit to Franchisor its then-current form of this application for a new franchise agreement (for a term to be determined by Franchisor), and (ii) pay all applicable franchise application fees to Franchisor required by Franchisor for approval of Buyer as a new franchisee under the “Hyatt Place” brand (the “Franchise Approval”), which Franchise Approval, at Franchisor’s sole election, may contemplate an assignment and assumption as well as the amendment of the Existing Franchise Agreement or the execution by and between Franchisor and Buyer of a new franchise agreement (as applicable, together with such other agreements required by Franchisor, the “New Franchise Agreement”), subject on the terms and conditions applicable to a proposed transferee as set forth in Section 12 of the Existing Franchise Agreement and/or as otherwise required by Franchisor as a condition to the availability of adequate fundsFranchise Approval including, Manager shall perform but not limited to, (A) providing to Franchisor in a timely fashion all of the obligations of Owner as “Franchisee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hoteldocuments, information and representations and warranties required by Franchisor (including, without limitation, any information relating to Buyer, its ownership, hotel management company and personnel, or any guarantor of Buyer’s obligations under the obligations of “Franchisee” under Sections XIII (Accounts and Receipts) and XIV (Insurance) of the New Franchise Agreement, if any), (B) the agreement of Buyer to pay Franchisor’s then-current franchise application fee and Manager shall not commit any act or omit to take any action that would cause a default by the Franchisee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from costs associated with any property improvement plan required by Franchisor to be carried out by Seller or Buyer as a condition to issuing the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Franchisee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the New Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise.Buyer,

Franchise Agreement. [FOR MARRIOTT BRANDS:] During The Improvements on the Term Properties shall be operated under the terms and conditions of the Franchise Agreements, if applicable or a replacement franchise agreement approved by Lender (unless such franchise agreement is substantially in the same form and substance as the Franchise Agreements) with a Franchisor approved by Lender. Borrower shall (or shall cause Operating Lessee to) (i) pay all sums required to be paid by Operating Lessee under the Franchise Agreement, (ii) diligently perform, observe and enforce all of the terms, covenants and conditions of the Franchise Agreement on the part of Operating Lessee to be performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of Borrower and/or Operating Lessee under the Franchise Agreement, (iii) promptly notify Lender of the giving of any notice to Operating Lessee of any default by Operating Lessee in the performance or observance of any of the terms, covenants or conditions of the Franchise Agreement on the part of Operating Lessee to be performed and observed and deliver to Lender a true copy of each such notice, and (iv) promptly deliver to Lender a copy of each financial statement, business plan, Quality Assurance Report, capital expenditure plan, notice, report and estimate received by it under the Franchise Agreement. Borrower shall not (and shall cause Operating Lessee to not), without the prior consent of Lender, surrender the Franchise Agreement or terminate or cancel the Franchise Agreement or modify, change, supplement, alter or amend the Franchise Agreement, in any material respect, either orally or in writing, and Borrower hereby assigns (and Borrower shall cause Operating Lessee to assign) to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, subject all the rights, privileges and prerogatives of Borrower and Operating Lessee to surrender the Franchise Agreement or to terminate, cancel, modify, change, supplement, alter or amend the Franchise Agreement in any material respect, and any such surrender of the Franchise Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of the Franchise Agreement in any material respect without the prior consent of Lender shall be void and of no force and effect. If Operating Lessee shall default in the performance or observance of any material term, covenant or condition of the Franchise Agreement on the part of Operating Lessee to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Franchise Agreement on the part of Operating Lessee to be performed or observed to be promptly performed or observed on behalf of Operating Lessee, to the availability end that the rights of adequate fundsOperating Lessee in, Manager to and under the Franchise Agreement shall perform all be kept unimpaired and free from default. Lender and any Person designated by Lender by written notice to Borrower shall have, and are hereby granted, the right to enter upon the Properties at any time and from time to time for the purpose of taking any such action. If Franchisor shall deliver to Lender a copy of any notice sent to Borrower and/or Operating Lessee of default under the Franchise Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. Borrower shall, from time to time, use its best efforts to obtain from Franchisor such certificates of estoppel with respect to compliance by Operating Lessee with the terms of the obligations Franchise Agreement as may be requested by Lender. Borrower and/or Operating Lessee shall exercise each individual option, if any, to extend or renew the term of Owner as “Franchisee” under the Franchise Agreement to the extent such obligations relate required to continue it in full force and effect until after the management or operation of the Hotel, including, without limitation, the obligations of “Franchisee” under Sections XIII (Accounts and Receipts) and XIV (Insurance) of the Franchise AgreementMaturity Date, and Manager Borrower hereby expressly authorizes and appoints (and Borrower shall not commit cause Operating Lessee to authorize and appoint) Lender as its attorney-in-fact to exercise any act or omit such option in the name of and upon behalf of Borrower and/or Operating Lessee, which power of attorney shall be irrevocable and shall be deemed to take any action that would cause a default be coupled with an interest. Any sums expended by Lender pursuant to this paragraph shall bear interest at the Franchisee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives Default Rate from the Franchisor with respect date such cost is incurred to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Franchisee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination payment to Lender, shall be deemed to constitute a portion of the Franchise AgreementDebt, unless shall be secured by the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all lien of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement Security Instruments and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement other Loan Documents and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwisebe immediately due and payable upon demand by Lender therefor.

Franchise Agreement. [FOR MARRIOTT BRANDS:] During Seller has entered into the Term Existing Franchise Agreement with Hilton Hotels Corp. or an affiliate thereof (the “Franchisor”) governing the use of the Hotel as a Hilton Garden Inn (the “Brand”). At the Closing, Buyer and the Franchisor shall enter into a new franchise agreement, effective as of the Closing Date, replacing the Existing Franchise Agreement and containing terms and conditions acceptable to Buyer. Buyer shall be responsible for the payment and completion of any Franchisor mandated product improvement plan. If Buyer pays the cost for the product improvement plan report (the “PIP Fee”), then, in the event this Contract is terminated and Closing does not occur (other than by reason of Buyer’s default), Seller shall reimburse Buyer for the PIP Fee. Seller and the Franchisor shall terminate the Existing Franchise Agreement, subject as of the Closing Date, and Buyer shall be solely responsible for all claims and liabilities arising thereunder. Seller and Buyer shall use all commercially reasonable efforts to obtain a release of Seller and any other guarantors as described in Section 5.2(d) above. Buyer agrees to apply for and use reasonable efforts, and Seller shall cooperate with Buyer, to obtain the new franchise agreement, together with the assignment to Buyer of all waivers of any brand standard necessary or appropriate for the operation of the Hotel under the Brand. It shall be a condition to Closing for Buyer and Seller that the Franchisor provide the foregoing consent; provided, however, that Buyer shall not be entitled, as a condition to Closing, to require amendments to the availability of adequate funds, Manager shall perform all Existing Franchise Agreement (or to require a new franchise agreement (the “New Franchise Agreement”)) that contains economic terms more favorable to the owner or franchisee than the economic terms of the obligations of Owner as “Franchisee” under the Existing Franchise Agreement or that differ in any other material respect from the form of franchise agreement which Buyer and Franchisor have negotiated previously as their standard form of franchise agreement (to the extent such obligations relate standard forms are applicable under the circumstances). Buyer shall be responsible for all costs related to the management or operation termination of the Hotel, including, without limitation, the obligations of “Franchisee” under Sections XIII (Accounts and Receipts) and XIV (Insurance) of the Existing Franchise Agreement, and Manager shall not commit any act or omit to take any action that would cause a default by the Franchisee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions execution of the Franchise Agreementa new franchise agreement, including but not limited to, the provisions payment of the Franchise Agreement license, application, transfer and similar fees thereunder. Seller shall prevail. Manager shall send use best efforts to promptly to Owner any and provide all notices that Manager receives from information required by the Franchisor in connection with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Likewise, Owner shall send promptly to Manager any and all notices that Owner receives from the Franchisor with respect to the Hotel or the Franchise Agreement that would require action or compliance on the part of Manager. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Franchisee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwise. [FOR HILTON BRANDS:] During the Term of this Agreement, subject to the availability of adequate funds, Manager shall perform all of the obligations of Owner as “Licensee” under the Franchise Agreement to the extent each such obligations relate to the management or operation of the Hotel, including, without limitation, the obligations of “Licensee” under Paragraphs 6, 7 and 8 of the Franchise Agreementnew franchise agreement, and Manager Seller and Buyer shall not commit any act or omit to take any action that would cause a default by diligently pursue obtaining each the Licensee under the Franchise Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Franchise Agreement, the provisions of the Franchise Agreement shall prevail. Manager shall send promptly to Owner any and all notices that Manager receives from the Franchisor with respect to the Hotel or the Franchise Agreement and shall keep Owner fully informed with respect to all matters that come to Manager’s attention under the Franchise Agreement. Notwithstanding the foregoing, Manager shall not have the right to grant any consent, approval or other right reserved to the Licensee under the Franchise Agreement or to make any decision or agreement on behalf of Owner under the Franchise Agreement. In the event the Franchise Agreement is terminated for any reason, this Agreement shall also terminate effective as of the date of termination of the Franchise Agreement, unless the parties hereto agree otherwisesame.